General Terms and Conditions for Deliveries and Services
termed "T&C" in the following
meteocontrol GmbH, Augsburg, Germany(September, 2017)

1. General
1.1 Alldeliveriesandservicesofmeteocontrol GmbH are solely subject tothese General Delivery Conditions. Any
written individual agreements takeprecedent over these T&C.

2.4 The order confirmation from meteocontrol
GmbH is authoritative with regard to thescope of its shipments and services.
Any changes to the scope of theshipment and services and any resulting
price and deadline changes are to be
immediately and mutually confirmed by
the respective contractual parties. Until
the parties have reached an agreementon the changes, they shall abide by what
was originally agreed upon and continue
to carry out the contract.

1.2 General terms and conditions of thecustomer/user are not part of thiscontract, even if meteocontrol GmbH has
not expressly objected to their validity.
2.

Conclusion of contract

2.1 Technical information, cost estimates andother information do not constitutebinding offers, and are merely requests
for the submission of a quotation by thecustomer.
2.2 meteocontrolGmbHreserves
its
proprietary
rightsandcopyrights
regarding any cost estimates, diagrams,illustrations
andotherdocuments
provided by meteocontrol GmbH within
the context of the contractual relationship;
without express prior written consent frommeteocontrol GmbH, the customer is notentitled to reproduce, copy or provide
these documents to third parties, orotherwise circulate them or to use thesematerials in a manner that is in opposition
to their interests. If an order is not madewith meteocontrol GmbH, these materials
are to be returned immediately uponrequest.
2.3 A contract is concluded via written orderconfirmation from meteocontrol GmbH orwhen meteocontrol GmbH carries out theorder. An order confirmation or shipmentthat deviates from the order is considered
a new order which is either expressly
accepted by declaration by the customer
or implicitly accepted by acceptance ofthe product.

@ meteocontrol 20173.

Prices and payment terms

3.1 All prices listed are net prices in euros
plus the respective, legally applicablesales tax. Any additional costs for
packagingandspecial
packagingrequested by the customer will be billed
separately.
3.2 All taxes, custom duties, fees as well as
import and export levies incurred inconjunction with the shipment are borneby the customer.
3.3 The shipment is carried out in accordancewith Incoterms 2010 (EXW).
3.4 If there are more than four months
between conclusion of contract andshipment/services and if costs havechanged, meteocontrol GmbH is thus
entitled
toapriceadjustment.
Prerequisite for this is that the delay ofthe shipment/services was not the fault of
meteocontrol GmbH.
3.5 Prepayment is generally required of newcustomers.
For orders with a net order sum greaterthan €50,000 euros, 30% is to be paid asadvance payment upon order placement
plus proportionate sales tax.

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3.6 Payment of invoices is due and to be paid
within 14 days of the invoice date without
deduction. In case of cessation of
payment by the customer as well as incase of application for or initiation of aninsolvency proceeding on the customer'sassets, any unpaid invoices areimmediately due to be paid.
3.7 For international deliveries, meteocontrol
GmbH reserves the right to require
payment via letter of credit or documents
against payment.
3.8 Counterbalancing is only permissible withan uncontested and legally establishedclaim against meteocontrol GmbH.
3.9 Upon delay of payment, meteocontrol
GmbH is entitled to charge interest fordelay at a rate of 9 % p.a., to take backthe delivered product(s) and to refuse any
further delivery. The contractual payment
obligations of the partner remain intact.
meteocontrol GmbH reserves the right toassert higher damages due to delay.
3.10 For payment of an order including
services according to expense, therespectively applicable
meteocontrol
GmbH price list applies.
3.11 For provision of Internet-based services,
there is a separate, written compensatory
agreement between meteocontrol GmbHand its sales partners.
4.

Delivery and service periods

entitled to invoice any damages thus
incurred, including any possible additional
expenditures.
meteocontrolGmbHreserves the right to any further claims.
The danger of a general price decline ordeterioration of products to be delivered
devolve to the customer as soon as thecustomer is in default of acceptance or isotherwise negligent in fulfilling essential
cooperation obligations.
4.3 Delivery and service delays due to force
majeure are not the responsibility ofmeteocontrol
GmbHeven
whereobligatory time periods and deadlines
agreed upon are concerned. Such entitles
meteocontrol GmbH to postpone thedelivery by the duration of theinterference plus appropriate lead time.
Beginning and end of such interference
will be communicated to the customer bymeteocontrol GmbH in timely fashion.
If the "force majeure" event has aduration greater than 60 (sixty) days,
meteocontrol GmbH is then entitled towithdraw from the contract. This applies
to the customer as well.
Each party bears their own additionalexpenses that arise due to delivery,
acceptance delay due to force majeure orthat arise or shall arise due to withdrawal
from contract because of force majeure.
4.4 meteocontrol GmbH reserves the right tocarry out partial shipments, provided
these are reasonable for the customer.

4.1 The agreed upon delivery and service
periods are applicable in an approximate
manner and are lengthened appropriately
if they cannot be adhered to due toreasons for which meteocontrol GmbH is
not responsible.
If delivery periods are specified, the dateof the notification of readiness for dispatchis decisive for compliance with thedelivery period.
4.2 If the customer is in default of acceptanceor if the customer infringes upon any
other cooperation obligations that lead todelays, then meteocontrol GmbH is@ meteocontrol 2017

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5.

Customer contributory obligations

5.1 meteocontrol GmbH shall be exemptedfrom its service obligation if the customer– where necessary – unpunctually ordeficiently fulfills the following obligations
tocooperate,free-of-charge
formeteocontrol GmbH. meteocontrol isentitled to determine a time period for theperformance of the act of cooperation andto withdraw from the contract in the eventof non-performance within the timeperiod.
a) The customer is obligated to inform
meteocontrolGmbHregardingrelevant national laws, ordinances,administrative regulations and anyother pertinent regulations in a timely
fashion and to obtain all necessary
authorizations from the responsible
authorities in a timely fashion and at
its own expense.
b) The customer is obligated to support
meteocontrol GmbH in obtaining
pertinent information and to makeavailable to meteocontrol GmbH all
theirtechnicaldocuments,
calculations and other information
which meteocontrol GmbH requires
for execution of the order. The
customer is responsible for ensuring
such is complete and correct.
6.

Software licenses

6.1 meteocontrol GmbH grants the customer
the non-exclusive right to use thedelivered
softwareandrelated
documentation
exclusively
forthepurpose agreed with the customer. The
right to use is restricted to the time period
agreed upon. In absence of such anagreement, the right to use is unrestricted
to any period of time. The customer is not
authorized to reproduce, change, add to,compile or recompile the software inwhole or in part. Excluded from this arecopies for archiving or backup purposesor for purposes expressly allowed inwriting by meteocontrol GmbH; all copies
must contain the same copyright notices
as the originals.

@ meteocontrol 2017

6.2 The above-mentioned provisions also
apply to any possible software or
documentation changes or additions. In
case of relinquishment of delivered items,
the customer will impose the abovementioned obligations upon the thirdparty.
6.3 The relinquishment of the software iseffected exclusively in machine readableform (object code) and without source
code.
7.

Portal business

7.1 Via the DSC (Data Service Center)
Internet portal, meteocontrol offers
technicalsolutions
which
enablemeasurement and meter data fromenergy generation systems to beadministered using Internet-supported
services and the technical operation
management to be carried out.
7.2 meteocontrol GmbH shall be authorizedat any time to make technically requiredchanges and to perform maintenancework on the DSC that cannot be delayed.
Furthermore, the company shall beauthorized to limit operations of the DSC
during the time required to make thechanges or to shut it off for a short periodof time. While performing the changes,
the company shall make a concerted
effort to maintain the service for the user
at the time that the changes to thesoftware in use are being made.
meteocontrol GmbH shall do everything
in its power to avoid making any changes
to the system during times of highutilization (turn of the month, Mondaymorning).
7.3 The customer assures and pledges thatthe image data (eg, photos of the system)or other data used by the customer do not
infringe upon copyright or ancillary
copyrights, industrial property rights (eg,brands, patents, usage and designpatents), other rights (eg, right to one's
own image, name usage rights or
personal privacy laws) nor is immoral,
unconstitutional, pornographic or harmful
to minors.

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7.4 The user him- or herself is fundamentally
responsible for the correctness ofmeasurement values. Values which weretransmitted to the DSC are displayed by
the DSC. A plausibility test is carried out
simply within an error detection context
and can be adapted and expanded byusers with corresponding user rights.

entitled to have the defect rectified bymeteocontrol GmbH within the frameworkof the supplementary performance. If therectification of the defect by meteocontrol
GmbH has failed, the customer is entitled– without prejudice to any claims fordamages – to exercise the right ofwithdrawal or the right to reduction.

7.5 The user declares express agreementwith meteocontrol being permitted tosave, process and use the measurement
data of the system in anonymous form,
inasmuch as this is necessary formeteocontrol
purposes,
namelyconsultation, advertising, market researchor for demand actuated design of theservices provided by meteocontrol.

8.2 Notices of defects - via registered letter,fax transmission or via e-mail with a readreceipt - regarding observable defects,
incorrect deliveries and missing items canonly be taken into consideration when
received by meteocontrol immediately
after receipt of goods.

7.6 The user is prohibited from accessing thewebsites of the DSC in an automatedmanner. The use of web crawlers is thus
forbidden. meteocontrol GmbH reserves
the right to block suspicious IP addresses
immediately. If the customer provides
relevant evidence, it will be possible toreconnect. If operation of the DSC isimpaired by web crawling, meteocontrol
GmbH reserves the right to claim fordamages.
8.

Warranty and liability

8.1 The warranty period covers a period of 24months and begins from the time ofdelivery.
The warranty shall not apply to certain
cases, including:- Instances in which the customer is atfault (e.g., surge damage, errors
made during subsequent intervention,
errors in the customer's operating
systems or third-party products)- Instances of force majeure.
The warranty applies solely to thehardware and software in the version
delivered by meteocontrol GmbH. Defects
which are due to subsequent interferenceby the customer are not covered by thewarranty. The same applies to defects ofthe customer's operating system or thirdparty products. In the case of a defect inthe software supplied by meteocontrol
GmbH, the customer is, in principle, only

@ meteocontrol 2017

Notices of defects of not obviously
observable defects must be immediately
declared in writing following discovery.
The customer bears the burden of proof
regarding observability of any defects.
In case of an outwardly damaged orincomplete shipment, the customer must
immediately lodge a complaint with theparcel service / forwarding agent uponreceipt of the product.
In case of untimely and improperly carriedout declaration of defects, the warranty
does not apply.
Returns and repairs, which are sent backto meteocontrol, must be delivered free ofcharge and DDP (delivered duty paid).
Otherwise, meteocontrol cannot accept
the delivery.
8.3 meteocontrol GmbH is entitled to decideto remove defects free of charge by either
eliminating them or by delivery of nondefective product(s). If the supplementary
performance fails, the customer may –without prejudice to claims for damages
and claims for reimbursement ofexpenses – withdraw from the contract orreduce the remuneration appropriately.
Further claims against meteocontrol andits vicarious agents in connection with adefect are excluded.

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If the type of supplementary performance
desired by the customer results indisproportionate expenses or costs, thechosen
typeofsupplementary
performance can be refused bymeteocontrol.
8.4 All data of the customer shall be kept bymeteocontrol GmbH for a time period of 3
months after receipt of the notice oftermination of the contractual relationshipfor the customer and held ready for
retrieval. After expiry of three months
after receipt of the notice of termination,
meteocontrol GmbH shall be entitled todelete the data, provided that thecustomer has been informed in thetermination letter about the three-monthretention period, plus the storage for
retrieval and the subsequent possible
deletion. Personal data is excluded fromthese regulations. In this case, only theprovisions of the Federal Data Protection
Act (Bundesdatenschutzgesetz) or thefuture European Data Protection Basic
Regulation will apply. Also excluded fromthis regulation is data for which there
exists a legal obligation to retain
documentation (for example, tax orcommercial requirements).
8.5 Despite continual monitoring, due to themultiplicity of new and occurring
computer viruses, no 100% guarantee
can be provided for products delivered.
The software is inspected to ensure it isfree from viruses using the usualprograms. However, before usage thecustomer is to check that the software is
free of viruses once again.
8.6 meteocontrol GmbH guarantees that
contractual usage or application ofproducts delivered will not be restricted or
prohibited by third-party property rights.
8.7 If a third party claims infringement ofrights, meteocontrol GmbH can prohibit
the customer to use or apply the productin question, effective immediately. At thesame time, meteocontrol GmbH isobligated to decide to either change orreplace the product in question to theextent that the alleged property right is nolonger affected, yet continues to@ meteocontrol 2017

correspond to the respective contract, orto purchase the right to be able to use theproduct without restriction. If this is not
feasible for meteocontrol GmbH, or not at
reasonableconditions,orifthesupplementary
performancemeasurements of meteocontrol GmbHhave failed, the customer is entitled –without prejudice to any claims fordamages – to exercise the right ofwithdrawal or the right to reduction.
8.8 meteocontrol GmbH is entitled andobligated to conduct all legal disputes
regardingallegedpropertyrightsinfringement at their own expense.
8.9 The customer will inform meteocontrol
GmbH immediately and in writing when aclaim
ofalleged
propertyrightsinfringement is asserted.
8.10 meteocontrol GmbH shall be liable fordamage to the user caused by intentionalorgrossly negligent
behaviorofmeteocontrol GmbH or its vicarious
agents. meteocontrol GmbH shall only beliable for damages caused by slight
negligence in the event that contractual
obligations
arebreached(cardinalobligations). These are all contractual
obligations, whose fulfillment enables theproper execution of the contract andwhose observance the customer couldtrust. In this case, liability is limited toforeseeable damage which is typical of
the contract. Exceptions to the preceding
restrictions are claims for damage for
injury to life, body and health as well as
according to the Product Liability Act.
8.11 For provision of its services, meteocontrol
GmbH uses, among others, data andinformation that are retained from third
parties without assurance of specificproperties and quality characteristics.
meteocontrol GmbH is not liable for how
complete or correct its content is.
meteocontrol GmbH provides data fromvarious measurement networks whose
data quality and availability cannot be
influenced by meteocontrol GmbH. Data
provision can be interrupted due tometeorological interference, maintenancework and other non-foreseeable causes.

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Data transmission is via the Internet.
Various servers and providers areinvolved in this process; meteocontrol
GmbH has no influence whatsoever uponthis. For this reason, 100% data
availability cannot
beguaranteed.

of meteocontrol’s securities exceeds theclaim to be secured by more than 10%.
meteocontrol GmbH reserves the right toselect the securities to be released.
10. Confidentiality8.12 Weather data supply takes place solely
within the framework of the business
operation prosecuted by the ordering
customer. Usage of data for othercommercial purposes or forwarding ofdata to third parties is prohibited andrequires a special written agreement.

10.1 The parties are in agreement that all
information related to the initiation of thecontractual relationship or execution of
the contractual relationship shall remain
confidential. This shall continue to apply
following termination of the contractualrelationship.

8.13 For services within the grid feed-inmanagement field, meteocontrol shall notbe held liable for any incidents or events
which are beyond their control, forexample the accuracy of control
commands of an energy supplier, failureoftransmitted
control
commands,
hardware and software failures at thefacility operator or end user switchingprocedures. Any liability for damages as aresult of such incidents or events, such as
loss of profit, grid instability, damages toparts of the customer’s machinery, forexample an inverter, are expressly
excluded.

10.2 Any reference to this existing business
commitment in information or advertisingmaterial requires prior express written
permission from meteocontrol GmbH.

9.

Retention of title
meteocontrol GmbH retains ownership on
the delivered product up until complete
payment of the purchase price as well asother claims arising from the businessconnection
againstthecustomer(extended retention of title). Pledging or
collateral transfer of the product underretention is prohibited to the customer.
The customer shall be entitled to resell
the goods in the ordinary course ofbusiness. The customer assigns tometeocontrol GmbH at this point all
claims to the amount of the invoice total
against third parties accruing to him as aresult of the resale. meteocontrol GmbHaccepts this assignment. After theassignment the customer shall beauthorized to collect accounts receivable
until revoked. At the request of thecustomer, meteocontrol GmbH shall beobliged to release the securities to which
it is entitled insofar as the realizable value@ meteocontrol 201710.3 The confidentiality agreement also
especially applies to access data, e-mailand IP addresses and passwords
provided by meteocontrol GmbH.
11. Place of performance, place ofjurisdiction,
applicablelaw,
contractual language, partial invalidity
and written form
11.1 The place of performance and sole placeof jurisdiction is Augsburg, Germany.
11.2 This contractual relationship is subject toGerman law under exclusion of theinternational civil law and of the UN law
on international sale of goods.
11.3 The language of contract is German.
11.4 All changes and supplements to thecontract must be in written form to bevalid.
11.5 In the case of invalidity of a single
provision of these terms and conditions,this does not affect the effectiveness ofthe other provisions.

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