General Terms and Conditions of ELTROCON GmbH for Planning and Consulting Services

General 1. The General Terms and Conditions (hereinafter referred to as GTC) of ELTROCON GmbH (hereinafter referred to as ELTROCON) apply to all contractual relationships and pre-contractual negotiations with our contractual partners (hereinafter referred to as Client), for our services in the areas of network calculation, network planning, and stability calculation. The GTC also apply to all future business relationships in the aforementioned areas, even if they are not expressly agreed upon again. 2. Our GTC exclusively apply. Conflicting terms and conditions of the Client or third parties only have validity if ELTROCON expressly and in writing agrees to them. If the Client does not agree with this, they must notify ELTROCON immediately and in writing. In such a case, ELTROCON reserves the right to withdraw from its offers without any claims of any kind being able to be made against it. A standard-form reference by the Client to their own terms and conditions is hereby expressly rejected. 3. Individually agreed arrangements, side agreements, supplements, and amendments with the Client take precedence over these terms and conditions in any case. The content of such agreements is determined by a written contract or the written confirmation from ELTROCON. Legally binding declarations must be made in writing. 4. These GTC apply only to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and special funds under public law.

II. Scope of Services

The services to be provided by ELTROCON are contractually agreed upon in terms of type and scope. If there is no written agreement, they result from the circumstances of the specific case. A specific success is not owed or guaranteed unless expressly agreed upon separately.

III. Formation of the Contract

1. Unless otherwise stated in the individual offer, ELTROCON is bound to the offers for 30 calendar days. A contract is only formed through the explicit declaration of acceptance by the Client within this offer period in text form. 2. The offers from ELTROCON are based on the information provided by the Client, for which the Client is responsible for the accuracy. 3. The Client may use the information and experiences contained in the offer from ELTROCON solely for the purpose of evaluating the offer. By accepting the offer, the Client acknowledges the application of section VII. of these GTC regarding the use of such information and experiences, even if no contract is otherwise concluded with ELTROCON.

IV. Client’s Duty to Cooperate

1. The Client supports the fulfillment of the order to the best of their ability and provides ELTROCON in a timely manner, before the start of the order, with the necessary information, data, documents, access, materials, and facilities that are important for the execution of the order. 2. If the Client fails to perform their cooperation duties after being requested by ELTROCON, ELTROCON is entitled, but not obliged, after prior written notice, to terminate the contract without notice. In this case, ELTROCON can either invoice the Client for the services actually rendered up to the termination date or alternatively the agreed or forecast total remuneration minus the expenses saved due to the premature termination of the contract. 3. The Client decides solely on the timing, type, and scope of the measures recommended by ELTROCON or coordinated with it. This also applies if ELTROCON accompanies the implementation of the agreed measures by the Client.

V. Modification, Delay, Extension, and Termination of the Order

1. In preparing the offer, ELTROCON assumes that the Client fully complies with their obligations under section IV.1. of these GTC. ELTROCON is entitled to request an appropriate adjustment of the order from the Client, especially regarding its duration, content, and scope, if such support is not or not sufficiently provided or if a change in procedure, working method, or scope of the order proves necessary. 2. ELTROCON will promptly notify the Client of circumstances that may cause delays in the execution of the order, extensions of the contract term, or increases in fees, and will propose an appropriate modification or supplement to the order in response to these circumstances.

VI. Fees and Payments

1. The fees agreed for ELTROCON’s services are understood to be plus VAT at the respective statutory rate. Levies and/or taxes that are not imposed or payable in Germany are the responsibility of the Client. 2. Unless otherwise agreed, services provided based on time and effort will be invoiced monthly. If a fixed amount is agreed upon, this amount will be invoiced by ELTROCON after the services have been provided or after the contract has been terminated. 3. Additional expenses incurred by ELTROCON due to violations of the Client’s cooperation obligations under section IV.1. can be invoiced by ELTROCON at the agreed hourly or daily rates, even if this exceeds the agreed fee budget of the Client. If no separate hourly or daily rates have been agreed with the Client, ELTROCON may charge the additional expenses at a rate of €250.00 per hour plus the applicable VAT. 4. In the event of default, the Client’s outstanding monetary debts are to be interest-bearing at an annual rate of 9 percentage points above the base rate. The provisions of §§ 288 paragraphs 3 and 4 BGB are not affected by this. Furthermore, in the event of default, ELTROCON is entitled to make further execution of the order dependent on the provision of appropriate advance payments or securities. 5. The Client can only offset their own claims to the extent that these are undisputed or legally established.

VII. Confidentiality Obligation

1. ELTROCON and the Client mutually commit to maintain confidentiality about all matters that become known to them in connection with a joint contractual relationship and whose confidential nature is evident or should have been recognized by the recipient. These obligations continue beyond the end or dissolution of the contract. 2. The Client is only entitled to make reports prepared by ELTROCON within the scope of a contractual relationship available to third parties with ELTROCON’s written consent. This does not affect the Client’s right to provide the necessary information to third parties commissioned by them for their business management. 3. The foregoing provisions do not apply to information that has become public without unlawful action by the recipient or was already lawfully in the recipient’s possession before receipt or was designated in writing as non-confidential by the other party or which the recipient must disclose or submit to the competent authority due to a legal obligation.

VIII. Protection of Information and Intellectual Property Rights

1. Insofar as ELTROCON’s services are protected under copyright law, the simple usage rights are transferred to the Client. The transfer of the usage right occurs without the need for further declaration by ELTROCON after the full payment of the fee arising from the respective contract by the Client. In this respect, the copyright and related rights are compensated by the agreed and paid fee. 2. The scope of the usage right in terms of time and geography is determined by the contractual purpose. The intended contractual use in the above sense includes, for example, the duplication of ELTROCON’s copyright-protected services, regardless of the medium, for use within the Client’s own organization and business management. For other uses beyond this, separate license fees are to be paid to ELTROCON, which must be agreed upon in writing in advance with ELTROCON. 3. Without ELTROCON’s written consent, the Client is not permitted to create the impression to third parties that a certification by ELTROCON exists.

IX. Data Security

If ELTROCON’s tasks include working on or with data processing equipment or data storage devices of the Client, the Client must ensure before starting such activities that the existing data is backed up daily and that, in the event of destruction or falsification, it can be reconstructed with reasonable effort from machine-readable data carriers.

X. Liability

1. ELTROCON’s liability – regardless of the legal basis – arises only

if the damage is caused by a culpable breach of a material contractual obligation in a manner that endangers the achievement of the contract’s purpose

is attributable to gross negligence or intent by ELTROCON, its directors, or senior executives.

2. In the event that ELTROCON is liable according to the foregoing provisions without intent or gross negligence being present, the liability is generally limited to the amount of the agreed net fee (excluding VAT), but at most to €50,000.00. The same applies to liability for damages caused by gross negligence or intent by employees or agents of ELTROCON who are not directors or senior executives. 3. ELTROCON is only liable for data and program loss to the extent specified above if the loss could not have been avoided by the Client through the creation of daily backups. 4. The aforementioned limitations of liability do not apply to damages resulting from injury to life, body, or health.

XI. Termination of the Contract, Delay Due to Force Majeure

1. ELTROCON is entitled to terminate the contractual relationship with the Client for good cause without observing a notice period. Good cause exists in particular if

insolvency proceedings are opened over the Client’s assets, or an application for the opening of insolvency proceedings is filed and not withdrawn within two weeks of application, or the application for the opening of insolvency proceedings over the Client’s assets is rejected due to lack of assets,

the contractual performance by ELTROCON becomes impossible for reasons attributable to the Client. (cf. IV.2.)

2. If force majeure (war, curfews, strikes, extreme weather conditions, or general shortages of operating materials) occurs, ELTROCON’s performance obligation is suspended until the end of the force majeure. If the period during which ELTROCON cannot provide services due to force majeure exceeds 30 days, both parties are entitled to terminate the contract without notice without either party being able to make claims for damages against the other.

XII. Applicable Law, Jurisdiction

1. This contract is subject to German law. 2. If the Client is a merchant, a legal entity under public law, or a special fund under public law, or has no general jurisdiction in Germany, the place of jurisdiction for all disputes arising from or in connection with the contract or its validity is exclusively the registered office of ELTROCON. However, ELTROCON is also entitled to sue the Client at any other permissible place of jurisdiction. ELTROCON GmbH, Edisonstrasse 1, 59199 Bönen As of January 2016