All of the provisions of these Conditions are important, but please pay special attention to the provisions that are highlighted in bold.

These have special consequences for the Customer and may limit the risk and liability of the Supplier and other persons, constitute an assumption of risk by the Customer and/or an acknowledgment of fact and/or impose an obligation on the Customer to indemnify the Supplier and other persons.

The scope, quality and all terms and conditions for the provision of any parts, equipment, hardware, software, technology, documentation, works or services (collectively “Work(s)” or the ” Work”) shall be exclusively defined on the one hand by, as the case may be, either the order confirmation of the provider of the Work, being M&T GLOBALENERGY (MT-GE) (“Supplier /Seller”) or the offer signed by Customer and Supplier (#Parties” or any one of them as the #Party /Buyer/Customer”) and on the other hand the written provisions of these Conditions for Supplies and Services, collectively (the “Order”). The Parties expressly agree that the Order shall be the sole Order governing the relationship between them regarding the Works to the exclusion of the terms and conditions contained in any and all of the Customer’s own purchase orders and documents, none of which shall be binding on the Supplier, the Customer waiving any rights to rely thereon. The Customer’s terms and conditions, including any general terms and conditions for the Works, shall apply only where expressly accepted in writing by the Supplier. The Order shall only be deemed to have been concluded upon receipt by the Customer of the Supplier’s written acknowledgement stating its acceptance of the Customer’s order. To the extent that the Customer has a valid and existing annual distribution, system integrator, panel builder or otherwise agreement (each being an “Annual Agreement “) in place with the Supplier for the Work, then it is an express provision that the general conditions of that Annual Agreement shall prevail over these General Conditions for any Order. For the sake of clarity and avoidance of doubt, the Order and its special conditions shall take precedence over these conditions which will supplement it.

Confidential Information: shall mean all confidential and proprietary information disclosed by one Party to the other in connection with the preparation, execution and performance of this Order, in any form whatsoever (including electronic media) including but not limited to technical information, business strategies and market information.

CPA: shall mean the Consumer Protection Act, No. 46 of 2012, as amended from time to time. Intellectual Property Rights: shall mean all patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: shall mean any order placed by the Customer to the Supplier pursuant to these conditions in accordance with both the offer form and the offer acceptance form prescribed by the Supplier from time to time.

These general terms and conditions of sale are systematically sent or delivered to each buyer to enable them to place an order. Placing an order implies the buyer’s full and unreserved acceptance of these T&Cs. No special conditions may, unless formally accepted in writing by the seller, prevail over the T&Cs.

Any order received from the Customer/Buyer will only be considered definitively accepted by the Seller /Supplier upon its written acceptance. The seller is only bound by orders placed by its representatives or employees subject to written and signed confirmation.

Please note that products ordered exclusively for the buyer cannot be returned or refunded.

All product returns must be formally agreed upon between the Customer / buyer and seller/supplier. Any product returned without this agreement will be refused. Return shipping costs and risks are the buyer’s responsibility.

Any return accepted by the seller will result in a credit note being issued to the buyer after qualitative and quantitative verification of the returned products. Returns that do not comply with the above procedure will be considered lost to the buyer. Any return accepted by the seller will result in a credit note being issued to the buyer after qualitative and quantitative verification of the returned products.

Unless otherwise agreed in writing, prices shall exclude packing and any indirect tax,

including but not limited to property, license, sales, use, value added or similar taxes or duties applicable to the transaction or related work. Customer agrees to pay or reimburse Supplier all such taxes, levied on Supplier or its subcontractors.

1.2 Subject to the Order and its special terms, if the Customer requires any Works which the Supplier has to specifically source from outside which is charged to the Supplier in foreign currency, the Supplier shall invoice the Customer for those Works in Local currency calculated at the exchange rate quoted by the local Central Bank (buyer’s rate) as at the date of the invoice. If there is a difference between the rate of exchange as at the date of such invoice and the exchange rate at the date and time payment of the invoice is received by the Supplier with the result that there is an increase in the price of the Works, the Customer shall bear the increase. The Supplier shall invoice the Customer for such increase payable within 30 (thirty) days.

1.3 If Supplier does not receive payment from Customer when such payment has become due and payable Supplier shall be entitled to charge interest at the rate of [15] % per annum above the Base Rate. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

1.4. For payment with credit card, MT-GE uses all reasonable efforts to safeguard the confidentiality of Participants’ credit card details, such as encryption technology and firewalls. However, “perfect” security does not exist on the Internet. The Participant’s credit card number and contact information will be provided to WorldPay or the relevant credit card company from time to time (“the Credit Card Company”). The Credit Card Company has its own privacy and data collection practices and MT-GE has no responsibility or liability for these independent practices.f) Participants are responsible for paying any bank charges accrued in their country of residence; MT-GE will pay any fees for the funds transfer accrued in Germany

1.5 All orders placed through PayPal, Google Pay, Klarna, or Apple Pay will be subject to a surcharge in accordance with the tax imposed by these payment services.

1.6 We reserve the right to make price changes in the event of significant changes in procurement costs, even for individual items, if these changes are due to changes in material, manufacturing, and/or procurement costs, including price increases from suppliers, increases in raw material prices, transportation costs, or raw material shortages.

2.5 Unless otherwise agreed in the Order, the Supplier shall deliver the Works to the Customer according to Incoterms 2010 Ex-works. The Customer shall inspect all deliveries and notify the Supplier of any apparent defects within 7 (seven) days thereof, failing which the Works shall be deemed to be free of any defects and in good working order and condition.

2.6 Title of the Works shall pass upon total payment of the purchase price therefor by the Customer to the Supplier. The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Works which remain the property of the Supplier, but without prejudice to any of the Supplier ‘s rights according to law if the Customer attempts to do so, all money owing by the Customer to the Supplier shall become due and payable.

2.7 Risk in the Works shall pass upon delivery. The Supplier shall package the Works in accordance with its routinely used packaging standards.

2.8 If the Customer doesn’t collect the ‘ready for collection’ Works as agreed in an Order, then the Supplier reserves the right to cancel Orders related to those Works and apply cancellation charges as per the Supplier ’s current policies and/or alternatively charge the Customer storage and handling fees related to the Works ready for collection.

2.9 In respect of Works identified or by their nature are Customized to Order ‘CTO’ Works, these Orders cannot be cancelled in any way whatsoever once the Order is accepted.

2.10 Delivery times of Third (our supplier´s Products / Equipment’s) cannot be confirmed with certainty.

Due to ongoing disruptions in global supply chains due to the current crisis, our supplier only confirms orders shortly before delivery, and especially not in advance. However, we confirm an estimated delivery date in advance, subject to our own supply. Meeting delivery times is subject to our supplier’s correct and timely self-supply. Delivery is made either by direct delivery of the product to the buyer, by simple notification of availability, or by delivery to a shipper or carrier at the seller’s or supplier’s premises. The seller reserves the right to choose the carrier and delivery method. If the customer decides otherwise, any additional pricing costs are the customer’s responsibility. Deliveries to third parties are the buyer’s sole responsibility.

2.11 Exceeding delivery times cannot give rise to damages, withholding, or cancellation of current orders.

In all cases, goods travel at the recipient’s risk and peril. In the event of damage or shortages, the recipient is responsible for making all necessary observations and confirming their reservations by extrajudicial act or by registered letter with acknowledgment of receipt to the carrier within 3 days of receipt of the goods. Check the condition of the delivered goods and note any reservations on the carrier’s delivery note.

2.12 We undertake to immediately place an order with our supplier for a completed customer order, to endeavor to obtain confirmation of the delivery date and price as soon as possible, and to inform you immediately, as soon as possible, of any delivery delays and to inform you of the expected delivery time, scope, and price.

However, we are not responsible for delivery delays due to late delivery on our part or due to force majeure.

The Customer may make a change in the general scope by altering, adding to, or deducting from the Works, and the Order price shall be adjusted accordingly by a written change order accepted without reservation by the Supplier. All such Works shall be executed under the provisions of this the Order and its conditions except that any claim for extension of time or price impacts caused shall be adjusted and agreed between the parties prior to any change order issued. The price of any such extra work or change may be determined by one or more of the following ways: (i) by estimate and acceptance of a lump sum; (ii) by existing unit prices set forth in the Order or subsequently agreed upon; or by cost and percentage of cost or by cost and fixed fee. In no event shall the Supplier be obligated to perform extra or additional Works for changes or variations unless the price (or method of pricing) and time impact is mutually agreed upon and a change order is accepted by the Supplier.

4.1 Performance of the stipulated time for delivery is subject to the suspensive conditions of the Order including but not limited to; the timely receipt by Supplier of all required documentation, necessary permits, releases, and plans to be provided by Customer, and timely fulfilment of all obligations of the Customer herein. To the extent said conditions are not fulfilled on time, the time for delivery and/or completion shall be extended accordingly.

5.1

If Customer suspends Work for reasons Supplier is not responsible for, Supplier may stop work until the failure is remedied or the suspension lifted, as appropriate, and shall be paid for all Work performed until receipt of the suspension notice and for all additional cost not compensated by this payment, but incurred in connection with the performance and/or suspension of the Order including but not limited to payments due to subcontractors and sub-suppliers, cost of waiting time, demobilization and remobilization, costs and protection of the existing Work. In addition, Customer shall grant an adequate extension of time for delivery of the Works (including the time necessary to restart the works after suspension if lifted) to Supplier.

5.2. Any modification or cancellation of all or part of an order requested by the buyer can only be considered if it is received in writing before the order is executed or if the materials/merchandise have not yet been ordered. If the seller does not accept the modification or cancellation, any deposits paid may only be refunded in merchandise value. Products ordered exclusively for the buyer cannot be returned or refunded.

5.3 In addition, the Supplier may suspend whole or part of its obligations in this Order and the time for completion, if any, shall be adequately extended and Customer shall pay any cost thereby incurred by Supplier; a) Customer fails to make payment of any amount when due and payable, or b) Customer fails to perform its obligations necessary for Supplier to deliver or complete the Work.

5.4 Without prejudice to the Suppliers rights at law, in the event that the Customer is in breach of any of the provisions of the Order or these conditions and fails to remedy such breach within 30 days after Customer has received Supplier’s written notice requiring Customer to do so, Supplier shall be entitled to terminate either part or the whole of the Order with immediate effect by giving Customer written notice of termination.

5.5 In the event of termination by Supplier, the Customer shall pay to the Supplier the Order Price less any savings due to such earlier termination, subject to a minimum 90% (ninety percent) of the Order price.

6.5 Customer shall accept Work including delivery, engineering, factory tests, erection, assembly, commissioning and testing separately upon their respective completion.

6.6 Notwithstanding this Clause, acceptance of Work comprising scheduled outage services or maintenance services, irrespective of whether or not such services comprise the installation or provision of hardware or software, shall be deemed to be given by Customer after performance of the respective services.

6.7 If, after completion, Supplier requests acceptance of the Work or a part of it, Customer shall provide written acceptance within two (2) weeks of request. However, the Work is deemed to be accepted if Customer refuses acceptance but does not give written reasons therefore within two (2) weeks or does not respond within two (2) weeks of request. The Customer’s reasons shall at least detail the Work Customer regards as unfinished or substantially defective. The Work or any part of it is also deemed to be accepted if put to use by Customer.

6.8 Customer may not refuse acceptance in case of a) defects which only insignificantly impair the use of the respective Work, b) minor deviations of the Work from the specification of the Work, c) part identification numbers of the Work or parts thereof differ from those of the parts originally installed or ordered due to technical developments, d) defective installation or erection not carried out by Supplier, or e) inappropriate foundation or particular external influences not explicitly assumed to have an impact on the Work.

6.9 As long as a defect of the Work is capable to be remedied and Supplier has not definitely refused to undertake the required remedial efforts, Customer shall not be entitled to definitely refuse acceptance of the Work.

6.7 If Work or any portion thereof is ready for delivery or performance and cannot be delivered or performed for reasons beyond Supplier’s control, acceptance shall be deemed to have taken place upon Supplier’s notification to Customer of readiness for delivery or performance.

6.8 The Supplier definitively waives all performance guarantees and testing.

6.9 All costs and expenses of Customer or any third party for inspections, tests, approvals, and acceptance procedures shall be borne by Customer.

6.10 The buyer/employer has to send the shipment release note within latest 10 days after notification of readiness for shipment by the supplier. In case of exceeding the aforementioned period, the contractual agreed payments are due on basis of the notification of readiness for shipment.

7.5 Supplier shall, at its option and subject to the following paragraphs, repair any defect or perform again, modify or replace any Work or any portion thereof that is defective in accordance with the following provisions.

7.6 Supplier shall only be liable if; a) Customer proves that it complied with the instructions or recommendations contained in the operation and maintenance manuals or other documentation of the original equipment manufacturer and the Supplier including but not limited to the use of the Works in places/areas not defined as suitable in said manuals or documentation; b) Customer notified Supplier during the Works warranty period in writing of the defect without undue delay after Customer’s discovery of the respective defect or after Customer should have discovered the same if Customer had exercised due care and in either case if Customer did allow Supplier a reasonable opportunity to investigate if requested; c) the defect is due to circumstances that existed in the Work before the transfer of risk occurred and not due to normal wear and tear.

7.7 The Customer shall bear the cost and risk associated with the transportation of defective Works or parts of repaired or replacement Works or parts to the Supplier’s warehouse.

Where repairs are required to be affected on site, the conditions applicable to the Supplier ‘s representatives on site shall be agreed upon on a case by case basis prior to the dispatch of the Supplier ‘s representatives to the site.

7.8 The Supplier warrants that the Works sold by it hereunder will be new and free from defects in workmanship and design. This is the only warranty provided by the Supplier in respect of the Works and the Customer acknowledges, without limitation, that no performance guarantees are provided on any of the Works.

7.9 Unless otherwise stated in the Order, the hardware warranty period on all Works shall be as stated in the Works manual (the #Works Warranty Period”). The Warranty Period

commences on the date of Delivery of the Works or if undefined, 6 (six) months from date of delivery.

7.10 The delivery to the Customer of a properly repaired Works or part, or a replacement Works or part shall be deemed to fulfil the Supplier ‘s obligations under the warranty.

7.11 The Supplier warrants that (i) the Software sold by it hereunder will operate substantially in accordance with and perform the material functions and features as set out in the applicable parts(s) of the specifications or as described in the accompanying software user documentation where no specification(s) are provided and (ii) any media upon which the software is furnished will be new and free from defects in material and workmanship when given normal, proper and intended usage. The warranty period applicable

to any software is six (6) months from the date of delivery of the software license key by the Customer (the #Software Warranty Period”). No updates or warranties in respect of updates are provided under this Order. The Supplier warrants that during the Software Warranty Period: (i) the software licensed hereunder will function substantially as described in the accompanying software user documentation, including online help and (ii) any media upon which the software is furnished will be free from defects in material and workmanship when used in accordance with its normal, proper and intended usage.

7.12 During the Software Warranty Period, the Supplier ’s sole obligation, and the Customer ’s sole remedy with respect to this warranty shall be the repair or replacement of all or any portions of the software, or to refund any license fee(s) paid, provided that the media, license key and hard lock is returned to the Supplier. The particular remedy to be applied by

7.13 the Supplier shall be in its sole and absolute discretion.

7.14 The foregoing warranties and remedies are exclusive and in lieu of all other warranties, representations, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties or conditions of merchantability, title, non-infringement and fitness for a particular purpose. The Customer agrees not to offer greater warranties to its customers with respect to the Works than the Supplier offers to the Customer under this Order or any product manual.

7.15 The Supplier shall not be liable under the foregoing warranties: (a) if its testing and examination disclose that the alleged defect in the Works does not exist or was caused by the Customer or any other person’s misuse, negligence, improper installation or testing, unauthorized attempts to repair or modify, or any other action or omission beyond the range of the intended use (b) for any losses or damages caused by defects in the Works caused by accident, fire or other hazard or breakdown due to another Works ; and/or (c) for any Works that have been modified by any person other than the Supplier , or for any software, firmware, information or memory data of the Customer , or other persons contained in, stored on, or integrated with any Works returned to the Supplier for repair, whether under warranty or not.

7.16 The said express warranties and remedies set out in this Clause do not cover normal wear and tear or consumables. The Supplier also makes no warranty or representation that its software will work in combination with any hardware or applications software Works provided by third parties, that the operation of the software will be uninterrupted or error-free, or that all defects in the Software will be corrected. Defects with regard to software are excluded; a) in case of insignificant deviation of the software from the agreed characteristics; b) as long as the defect cannot be reproduced by Customer in the presence of Supplier; c) for errors or restrictions of use originating after the transfer of risk to the Customer, in particular resulting from improper operation, usage or handling; d) for errors or restrictions of use resulting from modifications, performance of maintenance not approved by Supplier, or improper interconnection with and/or integration into third party equipment unless such modifications, maintenance, or interconnection and integration was performed by Supplier or its subcontractors and; e) for defects in freeware, shareware or open source software.

7.17 The warranties set out in this Clause shall apply in addition to, and without prejudice to, any other warranty or right which is implied in terms of the CPA to the extent that the CPA applies.

8.5 Save as expressly provided for herein, the Supplier shall not be liable for any losses or damages incurred by the Customer whatsoever and howsoever caused.

8.6 Notwithstanding any provision to the contrary, in no event whatsoever will the Supplier , its affiliates, nor anyone else who has been involved in the creation, Works ion or delivery of the Works, including the Supplier’s licensors, be liable for any special, indirect, incidental punitive or consequential damages whatsoever, such as, but not limited to; loss of profits or revenue or anticipated profits or savings or any other financial loss, loss of use, loss of business, loss of goodwill, loss or corruption of data or loss of information or reconstruction of data or information arising out of or in connection with the installation, use, performance, failure or interruption, even if the Supplier  has been advised of the possibility of such damages and even if a remedy set  In so doing, we follow a set of prescribed #Principles of Responsibility”.

 its Principles of Responsibility facilitate and affirm the Supplier’s intent as an international company to comply with the laws and regulations in force in every Country in which it operates. The Supplier strongly commits to its Principles of Responsibility in not tolerating the violation of any legislation and promoting ethical conduct at all times and strongly commits to “The UN Global Compact” pertaining to human rights, Labour standards, environment and anti-corruption. Anti-Corruption: The Customer shall: (a) Comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Anti-Corruption and Economic Crimes No 3 of 2003, and Bribery Act, No. 47 of 2016; (b) Not bribe any other person, intending to obtain or retain business or a business advantage nor engage in any activity, practice or conduct which would constitute an offence under the Anti-Corruption and Economic Crimes Act, No. 3 of 2003 and the Bribery Act, No. 47 of 2016; (c) Comply with the Supplier’s, anti-bribery and anti-corruption policies which the Supplier or may update from time to time; (d) Maintain throughout the term of this Order its own policies and procedures, including but not limited to adequate procedures to ensure compliance with anti-bribery and anti-corruption as underpinned in the applicable laws; (e) Ensure that all persons associated with the Customer comply with this Clause. Breach of this Clause shall be deemed a material breach. The Customer undertakes fully to indemnify and hold harmless the Supplier in respect of all costs, losses, damages, expenses (including professional and legal fees on an indemnity basis) and other liabilities arising from any breach of this Clause.

9.5 If Customer transfers Works provided or performed by the Supplier to a third-party Customer shall comply with all applicable national and international (re-)export control laws and regulations. Prior to any transfer of Works provided by the Supplier to a third-party Customer shall in particular check and guarantee by appropriate measures that

a) There will be no infringement of an embargo imposed by the European Union, by the United States of America and/ or by the United Nations by such transfer, by brokering of contracts concerning those Works or by provision of other economic resources in connection with those Works, also considering the limitations of domestic business and prohibitions of bypassing those embargos; b) Such Works are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless required authorization is provided c) The regulations of all applicable sanctioned party lists of the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein are considered.

9.6 If required to enable authorities or the Supplier to conduct export control checks, Customer, upon request by the Supplier, shall promptly provide the Supplier with all information pertaining to the particular end customer, the particular destination and the particular intended use of the Works provided by the Supplier, as well as any export control restrictions existing.

9.7 Customer shall indemnify and hold harmless Supplier from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by Customer, and Customer shall compensate Supplier for all losses and expenses resulting thereof.

Unless otherwise agreed in writing, Work outside Supplier’s own workshop or factory including but not limited to assembly, installation, training, commissioning and testing of the Work or any portion thereof shall be subject to the following provisions:

i. Customer shall provide at its own expense and in a timely manner: a) Unrestricted access to the Work Area, including but not limited to entry permits and security passes;

b) Comprehensive assistance with regard to obtaining import, export and customs clearance for personal belongings and goods of Supplier’s and its subcontractors’ personnel and of the equipment, tools and goods required for the Work;

c) Comprehensive assistance to Supplier’s and its subcontractor’s personnel for obtaining visas, work and residence

permits to the extent required for the carrying out of the Work as well as with regard to any permits required for leaving the country

d) Repatriation of Supplier’s personnel in case of emergencies including but not limited to war, civil war, civil disturbance and epidemics;

e) All earth-moving and construction work and other ancillary services not specific to Supplier’s trade as well as the necessary skilled and unskilled Labour, materials and tools;

 f) The equipment and materials necessary for Supplier’s performance of the Work such as scaffolding, lifting equipment etc.; g) Electrical and other energy including but not limited to fuels and lubricants as may be required, water at the point of use, including connections, heating, and lighting;

h) Suitable, dry and lockable rooms of sufficient size at the site for the storage of machine parts, apparatus, materials, tools etc. and adequate working and recreation rooms for Supplier’s and its subcontractors’, if any, personnel, including telephones and communication lines and appropriate sanitary facilities. Furthermore, Customer shall take all reasonable measures for the protection of the property of Supplier and its assembly personnel;

i) The Work Area exempt from any health or safety risks going beyond what is normal and usual for the type of work to be performed by Supplier; and j) All health and safety measures in the event the same become necessary to protect Supplier’s and its subcontractors’ personnel.

ii. Before the start of Work, Customer shall; a) make available, at its own cost and expense, all necessary information concerning the location of concealed electric power, gas and water lines or of similar installations as well as all required data concerning static and sub-surface conditions of the site, and b) provide all necessary materials and equipment to start work at the site and carry out all preparations to such a point that the assembly or installation can be started as agreed and carried out without interruption. Access roads and the site shall be clear and prepared for erection, assembly or installation of the Work.

iii. If Work is delayed by circumstances for which Supplier is not responsible, Supplier shall be entitled to an equitable adjustment in schedule, price and other pertinent provisions of the Order.

iv. For any Work performed by Supplier (and its subcontractors, if any) on a time and material or other cost reimbursable basis, Customer shall certify to Supplier, at weekly intervals, the hours worked by Supplier’s (and its subcontractors’) personnel and shall promptly confirm in writing the status of the Work.

The product to be supplied shall remain the property of the supplier until paid for in full to the extent that such retention of property is valid under the applicable law.  The purchaser shall at the request of the supplier assist hin in taking any measures necessary to protect the supplier´s title to the property in the country concerned.

The retention of title shall not affect the passing of risk.

Force Majeure means strikes, lockouts and any circumstances beyond the control of the parties, intervening after the conclusion of the contract including but not limited to: Fire, earthquake, storm, flood and other natural disasters, war, mobilisation, requisition, seizure, currency and trade restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, restrictions in the use of power and defects or delays by subcontractors caused by such circumstances.

Neither party shall be considered to be in default or in breach of his obligations under the contract to the extent that performance of such obligations is prevented or is made unreasonably onerous by any circumstances of Force Majeure which arise after the date when the contract becomes effective.

If either party considers, that any circumstances of Force Majeure have occurred which may affect the performance of his obligations he shall promptly notify the other party.

In case of order the Buyer is obliged to send together with the order an End User Certificate (EUC) as per the form submitted by the bidder. The contract will come into force only after written confirmation by bidder of the receipt of the duly filled EUC.

Customer acknowledges that the part or whole of the Works, all documentation and other technical information delivered pursuant to the Contract are subject to export restrictions under international rules and treaties, US laws, including but not limited to the Export Administration Act and the regulations promulgated thereunder, and European Union regulations, as well as other national laws. Customer agrees to strictly comply with all such legal requirements established under these rules, treaties, regulations and laws and cooperate fully with MT-GE in any audit or inspection that relates to export controls.

Customer shall use the Works only in the country where the Contract specified it would be delivered and used. Customer shall not export, re-export, divert, transfer or disclose, directly or indirectly, the Works, or any part thereof, and the related documentation or technical information delivered pursuant to the Contract to any country or to the nationals of any such country, which the US government, or any international authority, determines is a country to which such export, re-export, diversion, transfer or disclosure is restricted, without obtaining the prior written authorisation of Schneider Electric Sachsenwerk GmbH and, as the case may be, the applicable US government agency or other international or national authority. Customer shall use only financial institution and other companies who are not subject to any international, European or any national sanctions prohibiting to do business with such entities;

Obtaining prior proper export authorization from the relevant national governmental agencies or international authority.

Should MT-GE not obtain such export authorization from any competent American, European, International or national authority, MT-GE shall be under no obligation to deliver any Works or part thereof and the Contract shall be automatically considered null and void.

If such authorization is granted but then subsequently, revoked, withdrawn or cancelled, or if sanctions prohibiting export to such country or customer are enacted (internationally, European or national level) at any time before or during the Contract by any governmental agency or international or European authority, any and all purchase orders or Contract for which such authorization has been revoked, withdrawn or cancelled, or subject or affected by the enacted sanctions, shall be automatically suspended. If such authorization is not re-issued within fifteen (15) days of its revocation or sanctions lifted within 2 weeks of their issuance, any such purchase orders shall be automatically terminated, and MT-GE shall make a final account of all costs engaged up to the date of such termination and invoice Customer the respective amount.

Customer shall indemnify and hold MT-GE and its officers, directors, agents, representatives and employees, harmless from and against any and all losses, damages, claims, delays, settlements, obligations, deficiencies, liabilities, encumbrances, penalties, costs and expenses (including, without limitation, reasonable attorney’s fees and disbursements), hereinafter referred to as “Losses”, sustained, incurred or suffered by MT-GE or any third party, resulting from, related to or arising out of violation of the present clause and any and all actions, suits, investigations, examinations, determinations, proceedings, demands, assessments, audits, judgments and/or claims arising out of or relating to any of the foregoing losses

The offer is made under the condition that an export license is obtained by the relevant official organisation.

Should a financing become necessary, we are prepared, to try to arrange a financing in cooporation with a first class financing institution.

We reserve the right to quote additionally for any extra charges caused by technical clarifications not covered under the contract and to list and invoice these separately.

18.1 FREE ACCESS ROAD TO SITE

The buyer has to ensure free access to the site for 10 to 40ton – truck.

Furthermore, all necessary authorizations and approvals by the relevant authorities in this regard have to be obtained by the buyer.

18.2 Our supply and performance obligation only include the supplies and/or services as listed in our quotation.

For supply of all our products, Equipment and switchgears is in addition:

The installation on site only allowed in presence of at least one supervisor of MT-GE or our supplier / partner (manufacturer) Engineer, or of a person who is certified in written form for this purpose by MT-GE or our Supplier/partner ( the original manufacturer) . The service department is able to offer these works. Without this presence all kinds of warranties or liabilities related to the installation-works of our products, equipment’s and switchboard on site are expired.

We anticipate that we will not have a permanent establishment in the client’s country and that you will take care of the formalities implied with taxation and social security of our personnel. You will bear all taxes, social security and other fees related to us and/or our delegated personnel in connection with this contract and you shall pay, immediately exempt us or our personnel from or refund such taxes if already paid.

19.1 Tax Clause to pay for the ordered.

Customs duties, consular fees and other taxes, dues or fees charged in accordance with any laws and regulations outside the jurisdiction of the Federal Republic of Germany, as well as any costs connected therewith, shall be borne by the Purchaser.

TERMS AND CONDITIONS FOR MT-GE ONLINE TRAININGS

(MT-GE VIRTUAL, ONLINE AND FACE-TO-FACE TRAININGS)

Scope of application

MT-GE ENTREPRENEURSHIP ACADEMY (“MT-GE- Solar Training”) provides Training (Virtually, Face to face and online) on green energy internationally and a variety of business development services and support For Sustainable green energy supply and technology Transfers. All MT-GE-Trainings are provided via the worldwide web by using the MT-GE e-learning platform (“E-Learning Platform”). Detailed information on MT-GE Online / Virtual / Face to face Trainings content, duration, material provision, number of online live virtual classrooms, testing intervals and supporting services are described in at www.mt-ge.com
The following terms and conditions (“T&C”) govern the participation in and use of all MT-GE Training (Virtually, Face to face and online) services as described on the MT-GE website.
www.mt-ge.com. These T&C apply to persons that enrol on a private basis or that are part of a corporate enrolment (“Participant”). These T&C shall govern this agreement exclusively, the Participant herewith agrees that any Participant’s terms and conditions, procurement guidelines, etc. are herewith excluded and will not come into effect.

1 Conditions for participation

a) MT-GE Trainings are mainly conducted in the three (3) English; French and German language according to the minimal registered participants in each language, MT-GE will decide in which language to hold the training.

b) All contributions of the Participant must be submitted in the English language. MT-GE expects good English language knowledge (at least level C1 according to the European Framework of Reference for Languages). For the trainings conducted in French or Germany, all the contributions from the participants should be submitted in French or German at least level C1 as well.

b) Mathematical knowledge is assumed for individual sections. For this reason, the Participant needs mathematical knowledge of triangle calculation (trigonometry) and logarithms. Upper secondary school leaving qualifications are recommended alternative we recommend participants without this qualification to book our intermediate coaching and training courses to acquire the need qualifications.

c) As for the online nature of MT-GE Online Trainings, the Participant must have access to a computer with an Internet connection. To be able to watch educational videos and Presentations that may be available, an Internet connection with a data transmission speed of at least 2 Mbit/s is recommended. Basic Internet skills are expected.

d) MT-GE Online Trainings are concluded with an online final examination. The Participant needs to make a declaration on oath that he/she will carry out the final examination independently and without any aids.

2 Agreement of participation in MT-GE Online /Virtual / face to face Trainings

a) To register for a MT-GE Online Training the Participant needs to complete the paper or online registration form and transfer this application in due time to MT-GE. Registration deadlines can be found on www.mt-ge.com. By registering online, the Participant is submitting to MT-GE a binding offer for MT-GE Online Training. During the registration procedure, the Participant accepts these T&C as well as the selected MT-GE Online Training price, services and MT-GE exam regulations (“Examination Regulations”) described on the MT-GE website at the time of submission, all of which constitute the MT-GE Online Training agreement (“Agreement”).

b) The MT-GE Online Training Agreement between the Participant and MT-GE Training Academy is concluded upon e-mail confirmation by MT-GE. Access to the MT-GE Online Training is limited to the individual person named on the registration form. MT-GE owes the Participant access to the Training or E-Learning Platform and all services. The Participant owes MT-GE due payment.
c) The MT-GE- Solar Training service description does not constitute legally binding offers. MT-GE- Solar Entrepreneurship Academy is under no obligation to accept a Participant’s order for MT-GE Online Training.
d) MT-GE reserves the right to change these T&C as well as the MT-GE Exam Regulations from time to time. The Participant will be notified of any changes.

3 Start of training.

a) The MT-GE Online /Virtual /Face to Face Training begins on the intake date selected on the application form, which is mainly either the 1st of April or the 1st of October (for training programs exclusively). Others online Training have flexible dates according to participants requested /Need and MT-GE availability.
b) The Participant receives all access data required for the MT–GE E-Learning Platform several days before the official start date of the MT-GE Online Training.
c) Access to the Online Training or E-Learning Platform is granted on the official start date of the Training.

4 MT-GE Academy Online /Virtual /Face to Face learning material

a) Training material can consist of, but is not limited to, online reading material, download files, graphics, self-assessment tests, exams, assignments and links, data, and software programs, as well as all organizational and technical documents and information, provided as part of the Training by MT-GE, its employees, Trainers or contractors (“Material”).
b) Material is provided for the Participant’s personal educational and non-commercial use only.
c) All rights, title and interest in and to such Material, including but not limited to reproduction, distribution, making public, making available, transmission, translation, performance, display, adaptation and modification, are exclusively reserved to MT-GE or its licensors.
d) The Participant especially agrees:
• not to copy or print out any Material, except specially indicated Material.
• not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Material.
• not to alter, or modify, the whole or any part of the Material, nor permit the Material or any part of it to be combined with, or become incorporated into, any other materials.
• not to provide or otherwise make available the Material in whole or in part, in any form, to any person without prior written consent from MT-GE Training Academy.
e) Any infringement of MT-GE’s intellectual property rights will strictly be prosecuted.

5 MT-GE Training and E-Learning Platform

a) The MT-GE Training and E-Learning Platform is accessible via a Participant-specific password. All Participants of a current training have access to the E-Learning Platform and may use the forum(s) to post context related comments, questions, discussion, links, documents, pictures, etc. Participants may also give private information about themselves and upload pictures and documents. All uploaded or entered contents are fully accessible to all other Participants.
b) If the Participant uploads or enters private information onto/into the E-Learning Platform, he/she is responsible for maintaining the security of that information. The Participant must immediately notify MT-GE at training@mt-ge.com of any unauthorised uses of the Participant’s information or any other breaches of security. MT-GE will not be liable for any acts or omissions by the Participant, including any damages of any kind incurred as a result of such acts or omissions.
c) MT-GE has not reviewed, and cannot review, all of the material made available through the websites and webpages to which the E-Learning Platform links, and that link to the ELearning Platform. MT-GE does not have control over the non- MT-GE E-Learning websites or webpages and is not responsible for their contents or their use. By linking to a non- MT-GE ELearning website or webpage, MT-GE does not represent or imply that it endorses the website or webpage. The Participant is advised to check privacy policy statements of linked websites as they may deviate from MT-GE’s own.
d) Posts and other content on the E-Learning Platform not directly provided by MT-GE may contain content that is offensive, indecent or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Posts and other content on the E-Learning Platform not directly provided by MT-GE may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. MT-GE disclaims any responsibility for any harm resulting from the use by users of the E-Learning Platform, or from any downloading by those users of non- MT-GE content posted.
e) MT-GE cannot review all of the material posted to the E-Learning Platform and cannot, therefore, be responsible for that material’s content, use or effects. By operating the ELearning Platform, MT-GE does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful.
f) MT-GE advises the Participant that the E-Learning Platform is a service provided by Third (Zoom, GO TO Meeting, Master Study LMS, etc..). The use of the E-Learning Platform may in addition be subject to the terms and conditions Third.

6 Responsibility of MT-GE Training and E-Learning Platform users

a) The Participant is responsible for taking precautions as necessary to protect himself/herself and his/her computer systems from viruses, worms, Trojan horses and other harmful or destructive content.
b) The Participant must not post or upload material onto the E-Learning Platform with content of an offensive, indecent or otherwise objectionable nature. The Participant shall omit any activities within the E-Learning Platform that violate the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties.
c) The Participant must not pass on their password and shall reasonably protect their password from third party abuse.

7 Testing procedures and MT-GE Certificate

a) All Training testing procedures, meaning self-assessments, assignments and final examination, are governed by the MT-GE exam regulations (“Exam Regulations”).
b) The Participant’s overall performance in the MT-GE Online /Virtual /Face to Face Training will be graded according to the MT-GE Exam Regulations after the Participant has finished the final exam.
c) Participants that successfully pass the MT-GE Online /Virtual /Face to Face Training will receive a “Graded MT-GE Certificate” certifying that the Participant attended and passed the MT-GE Online Training and also shows the Participant’s overall grade. Participants not having successfully passed the MT-GE Online Training will receive a non-graded “MT-GE Certificate of Attendance”.
d) The MT-GE Certificates for MT-GE Online Trainings bear the titles of the MT-GE Online Training completed according to the corresponding programs (i.e. MT-GE Sustainable Green Project Financer; MT-GE Green Energy Project Developer, MT-GE Sales Expert, MT-GE Solar Expert). With all titles of MT-GE Online Training, you become automatically as MT-GE certified Partner and will profit for all advantages in relations with this (attempt the information session or get in touch with MT-GE Training Academy to know about these advantages that will provide you a job guarantee )

e) MT-GE sends the MT-GE Certificate in PDF format to the Participant’s e-mail address as provided in the Participant’s registration form. The Participant is obliged to provide an up-todate e-mail address, which can receive messages with attachments larger than 4 MB.

8 Specialist, organizational, Coaching and technical support

a) In terms of content related requests, qualified MT-GE teaching staff are available via e-mail for the entire duration of the MT-GE Online /Virtual /Face to Face Training to provide competent support. MT-GE specialists strive to react promptly; however, the maximum time of response is 48 hours on German workdays. Requests are handled over the MT-GE E-Learning Platform. All questions and responses will be visible to all Participants.
b) Requests on organisational and technical matters should be addressed to training@mt-ge.com
c) All correspondence with the lecturers, trainers, consultants, authors or anyone else providing training or training Material on behalf of MT-GE must go through MT-GE.

9 Price and payment

a) Except as otherwise expressly agreed by MT-GE in writing, the price and discount structure of each MT-GE Online /Virtual /Face to Face Training shall be the price and discount listed on the MT-GE website current at the date of sending an online application form to MT-GE.
b) Prices listed on the MT-GE website are final and all-inclusive, including VAT. There are no extra charges for handling, examinations, certificates or any other service described on the MT-GE homepage.
c) All costs necessary to participate in the MT-GE Online Training, such as Internet connection costs, computer costs, printing cost, etc., will be exclusively borne by the Participant.
d) Payment for all MT-GE Online Trainings can only be made via credit card or PayPal or bank transfer.
e) For payment with credit card, MT-GE uses all reasonable efforts to safeguard the confidentiality of Participants’ credit card details, such as encryption technology and firewalls. However, “perfect” security does not exist on the Internet. The Participant’s credit card number and contact information will be provided to WorldPay or the relevant credit card company from time to time (“the Credit Card Company”). The Credit Card Company has its own privacy and data collection practices and MT-GE has no responsibility or liability for these independent practices.
f) Participants are responsible for paying any bank charges accrued in their country of residence; MT-GE will pay any fees for the funds transfer accrued in Germany.

10 Term and termination

a) The MT-GE Training Agreement ends, at the latest, two (2) weeks after the official end of the MT-GE Online /Virtual /Face to Face Training.
b) Both parties may terminate the MT-GE Training Agreement at any given time until the end of the third month after the beginning of the MT-GE Online Training with effect for the following three (3) months of the Training. After a termination notice, payments made for the running three-month period will not be repaid. Payments made for the subsequent three (3) months or next training courses will be repaid.
c) The right of MT-GE and of the Participant to terminate the Agreement for material breach of any T&C with immediate effect remains unaffected.
d) MT-GE shall have the right at any time, by serving an e-mail notice to the Participant (to the e-mail address provided on the registration form), to terminate the Participant’s participation and access to the E-Learning Platform with immediate effect if the Participant is in breach of any material term of these T&C.
e) Any termination or notification must be made in writing or via e-mail.

11 Right of withdrawal

The Participant is entitled to withdraw from the MT-GE Online /Virtual /Face to Face Training Agreement within fourteen (14) days without statement of reasons. The withdrawal period is fourteen (14) days from the date of conclusion of the MT-GE Online Training Agreement. Timely dispatch of the notification of withdrawal before the withdrawal period has expired shall suffice to meet the withdrawal deadline.
If you wish to withdraw from the Agreement, please make the appropriate modifications to the example below and send it to our e-mail address: training@mt-ge.com
“I/we (insert name(s)) hereby withdraw from the Agreement concluded by me/us for the participation in the (insert course title), booked on (insert registration date) to begin on (start date of course).”

12 Consequences of withdrawal

If the Participant withdraws from the MT-GE Online Training Agreement, MT-GE must reimburse all payments already received from the Participant, including the cost of delivery (with the exception of additional costs incurred, if the Participant choses a different form of delivery to the cheapest standard delivery offered by MT-GE), without delay and no later than fourteen (14) days from the date on which the notification of withdrawal from the Agreement is received by MT-GE. For this repayment, MT-GE uses the same method of payment used by the Participant in the original transaction, unless otherwise explicitly agreed upon. The Participant shall not be charged a fee for the repayment in any case.

13 Trademarks

MT-GE, the MT-GE logo, and all other trademarks, service marks, graphics and logos used in connection with MT-GE Online /Virtual /Face to Face Trainings are trademarks of MT-GE or MT-GE’s licensors. Other trademarks, service marks, graphics and logos used in connection with the MT-GE Online Trainings may be the trademarks of other third parties. The Participant’s use of the MT-GE Online Trainings grants him/her no right or license to reproduce or otherwise use any MT-GE or third-party trademarks.

14 Privacy policy

MT-GE will collect, process and use personal data of Participants for the sake of providing learning services to the Participant. MT-GE will not pass on personal data to third parties without the Participant’s explicit consent or in case MT-GE is obliged to do so by law.
Personal data will be saved as long as necessary for the provision of the MT-GE Online /Virtual /Face to Face Training services plus 10 years thereafter for tax or legal reasons.
Further information on MT-GE’s privacy policy can be found on MT-GE’s website www.mt-ge.com

15 Warranties and service exclusions

a) All MT-GE Online /Virtual /Face to Face Training has been prepared with the utmost care and according to the best of MT-GE ’s knowledge and belief
b) MT-GE will endeavour to make the E-Learning Platform and its Online Training available but cannot guarantee that the E-Learning Platform and/or the Online Training will operate continuously or without interruptions that could affect use of the E-Learning Platform and/or the Online Training. The Online Training and/or the E-Learning Platform may provide links to other websites, which are not under the control of MT-GE. MT-GE shall not be responsible in any way for the content of any such other websites. The Participant acknowledges that MT-GE provides such links only as a convenience.
c) The E-Learning Platform and/or the Online Training are provided for general information and illustrative purposes only and do not constitute financial, legal or other professional advice. Neither MT-GE nor MT-GE’s contractors guarantee or warrant completeness and correctness of information, including of calculations. MT-GE makes no guarantee whatsoever as to the accuracy of future-oriented statements, assumptions and estimations made within the scope of any Online /Virtual /Face to Face Training, nor to the achievement of forecasts and predictions.
d) No warranty is given that the training Material will be fit for any particular purpose.

16 Indemnification

Participants indemnify and hold harmless MT-GE, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses including attorneys’ fees, arising out of the use of the MT-GE Online /Virtual /Face to Face or E-Learning Platform, including but not limited to the Participant’s violation of these T&C. Corporate clients are liable for the Participants they have enrolled.

17 Liability

a) Nothing in these T&C shall operate to exclude or limit MT-GE’s liability for:
• death or personal injury caused by the negligence of MT-GE, its servants, agents, employees or subcontractors;
• fraudulent misrepresentation; or
• any breach of any implied term which cannot be excluded or limited.
b) Subject to Clause a) of this paragraph, MT-GE shall not be liable to the Participant or any third party for any loss of, damage to, or costs in respect of:
• loss of profit, anticipated profits, revenues or anticipated savings, goodwill or business opportunity; or
• loss of data; or
• indirect or consequential loss or damage
regardless of whether any of the matters listed in (a), (b), and (c) below are foreseeable, known, foreseen or otherwise.
c) Subject to condition a) of this paragraph, the maximum liability of MT-GE arising out of or in connection with any Agreement made pursuant to these T&C or any collateral contract, whether in contract, tort (in each case including negligence) or otherwise shall in no circumstances exceed either Euro 1,000 or the sum paid by the Participant to , MT-GE, whichever is the lower.
d) Neither party shall be liable to the other for any failure or delay in the performance of its obligations under these T&C caused by circumstances beyond that party’s reasonable control.

18 Jurisdiction and place of jurisdiction

a) These T&C (and all disputes, whether contractual or otherwise, arising out of or in connection with them) are governed by German Law, excluding its International Private Law.
b) For any disputes arising from a MT-GE Online /Virtual /Face to Face Training Agreement or concerning the existence of such an Agreement, the court of the location in which the Participant has his/her place of general jurisdiction shall have sole authority.
c) In the event that the Participant’s usual place of residence lies outside the scope of this law, or the Participant is enrolled on behalf of a corporation, or if his/her domicile or usual residence is unknown at the time proceedings commence, Regensburg, Germany shall apply as the place of jurisdiction.

19 Final provisions

a) Should individually provisions of the Agreement be or become invalid either in full or in part, the validity of the remaining provisions shall remain hereby unaffected. The fully or partially ineffective provision should be replaced by one which most closely corresponds in a legally permissible manner to the commercial purpose of the ineffective provision. This also applies to the filling of any contractual loopholes.
b) The benefits and obligations conferred by these T&C upon the Participant shall not be assigned, delegated, transferred, sub-contracted or encumbered or otherwise made available or disposed of without the express prior written consent of MT-GE.
c) Any amendments or supplements to the MT-GE. Online /Virtual /Face to Face Training Agreement shall be valid only if made in writing. There are no verbal subsidiary agreements.
d) Notices to the Participant may be sent to the Participant either by e-mail or to the postal address set out on the Participant’s registration form. Notice will be deemed received twenty-four (24) hours after an e-mail is sent or three (3) days after the date of posting. Participants are obliged to forward relevant MT-GE. e-mails to their corporate person in charge at once.
e) MT-GE. reserves the right to change these T&C from time to time. The Participant will be notified of any changes.