General Terms and Conditions for Deliveries and Services
termed "T&C" in the following
meteocontrol GmbH, Augsburg, Germany(March, 2013)

1.

General

1.1 Alldeliveriesandservices
ofmeteocontrol 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 of the customer/user are
not part of this contract unlessmeteocontrol GmbH expressly agrees tothe validity of such in writing.
2.

Conclusion of contract3.

2.1 Offers, price lists, technical information,
cost estimates and other information frommeteocontrol GmbH are subject tochange.
2.2 meteocontrolGmbHreserves
its
proprietary
rightsandcopyrights
regarding any cost estimates, diagrams,
illustrationsand
otherdocuments
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 2013

Prices and payment terms

3.1 All prices listed are net prices in euros
plus the respective, legally applicablesales tax. Any additional costs forpackaging
andspecial
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.

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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 are
immediately due to be paid.
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.
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 12% 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 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 (called Partner Contract)between meteocontrol GmbH and its
sales partners.
4.

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 isentitled to invoice any damages thus
incurred, including any possible additionalexpenditures.
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 acts of
God are not the responsibility of
meteocontrol
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 "act of God" event has a duration
greater than 60 (sixty) days, meteocontrol
GmbH is then entitled to withdraw fromthe contract. This applies to the customer
as well.
Each party bears their own additional
expenses that arise due to delivery,
acceptance delay due to acts of God orthat arise or shall arise due to withdrawal
from contract because of acts of God.
4.4 meteocontrol GmbH reserves the right tocarry out partial shipments.

Delivery and service periods

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.

@ meteocontrol 2013

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5.

Customer contributory obligations

5.

meteocontrol GmbH is exempted from its
service period when the customer –inasmuch as is necessary – unpunctuallyor deficiently fulfills the following
contributory obligations (free-of-charge
for meteocontrol GmbH).

5.1.1 The customer is obligated to inform
meteocontrol GmbH regarding relevant
national laws, ordinances, administrative
regulations and any other pertinent
regulations in a timely fashion and toobtain all necessary authorizations in atimely fashion from the responsible
authorities.
5.1.2 The customer is obligated to support
meteocontrol GmbH in obtaining pertinent
information and to make available tometeocontrol GmbH all their technicaldocuments, calculations and otherinformation which meteocontrol GmbHrequires for execution of the order. The
customer is responsible for ensuring suchis complete and correct.
6.

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 readable
form (object code) and without source
code.
7.

Portal business

7.1 Via the safer'Sun Internet portal abbreviated DSC (Data Service Center) –meteocontrol offers technical solutions
which facilitate that measurement andmeter data from energy generation
systems are administered and the
expected energy yield (target state) is
compared with the measured energy
yields (actual state) using Internetsupported services. When there is acorresponding contractual or usage
relationship, a failure notice is sent uponany deviation.

Software licenses

6.1 meteocontrol GmbH grants the customer
the non-exclusive right to use thedelivered
softwareandrelated
documentation
exclusivelyfor
theoperationofthehardwarethus
designated. The right to use is restricted
to the time period agreed upon. In
absence of such an agreement, the rightto use is unrestricted to any period oftime. The customer is not authorized toreproduce, change, add to, compile orrecompile the software in whole or in part.
The software and the documentation may
only be copied for archiving purposes orfor purposes expressly allowed in writingby meteocontrol GmbH; all copies must
contain the same copyright notice as theoriginals.

@ meteocontrol 2013

7.2 meteocontrol GmbH is entitled at any
time to carry out technical changes to theDSC and to the extent necessary, torestrict or temporarily (ie, for a maximumof 24 hours) discontinue the operation of
the DSC for execution of changes.
meteocontrol GmbH will strive to maintainusability for the user at the time of thechanges to the software used duringexecutionofchanges(backwardscompatibility). meteocontrol GmbH will
strive to avoid executing changes to thesystem at times of high utilization (end ofmonth, Monday mornings).
7.3 The automatic transmission via SMS or
fax of up to four failure notices per monthand system is included in the payment
agreed upon. The costs for any further
failure notices can be invoiced bymeteocontrol GmbH to the user. Failure
notices via e-mail shall remain free ofcharge until further notice.

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7.4 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'sown image, name usage rights or
personal privacy laws) nor is immoral,
unconstitutional, pornographic or harmful
to minors.
7.5 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.
7.6 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.
7.7 The user declares that he/she is theproprietor of the rights to themeasurement data or has the power ofdisposition over said measurement data.
8.

Warranty and liability

where usage of such is reasonable for thecustomer is not a quality defect.
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.
Notices of defects of not obviously
observable defects must be immediatelydeclared 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.
8.3 meteocontrol GmbH is entitled to decideto remove defects free of charge by either
eliminating them or by delivery of nondefective product(s). Any additional
expense resulting from shipment items nolonger being at the point of delivery shallbe borne by the customer, unless such
shipment is stipulated contractually.
Any additional claims are excluded.

8.1 The warranty period is 24 months upondelivery.

8.4 Repaired or replaced parts of a shipment
item do not initiate a new warranty period.

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. Quality defects areconsidered
only
such
that
aredemonstrated by the customer as well as
reproducible
deviations
fromspecifications. Any issue that does notoccur in the software version mostrecently provided to the customer and8.5 The customer is responsible formaintenance and back-up of own
individual data.

@ meteocontrol 2013

8.6 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.

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8.7 meteocontrol GmbH guarantees that
contractual usage or application ofproducts delivered will not be restricted or
prohibited by third-party property rights.
8.8 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 is
obligated to decide to either change orreplace the product in question to theextent that the alleged property right is nolonger affected, yet continues tocorrespond to the respective contract, orto purchase the right to be able to use theproduct without restriction. If this is not
feasible for meteocontrol GmbH at
reasonable conditions, the customer isentitled to exercise the legal right ofwithdrawal or the right to reduction. The
customer may not demand restitution for
expenses incurred in vain.
8.9 meteocontrol GmbH is entitled andobligated to conduct all legal disputes
regardingallegedpropertyrightsinfringement at their own expense.
8.10 The customer will inform meteocontrol
GmbH immediately and in writing when aclaimofalleged
property rights
infringement is asserted.
8.11 meteocontrol GmbH is liable – no matter
what the legal cause – only for grossnegligence, malice or when the infringed
contractual obligation for attainment of thecontractual
aimisofessentialsignificance.
Upon
infringementofcardinal duties, meteocontrol's liability islimited to foreseeable damages andcomprises a maximum of 50% of the netorder amount. The stringently proscribedliability for personal injuries as well as
liability according to the Product Liability
Act will remain unaffected.

meteocontrol GmbH provides data fromvarious measurement networks whose
data quality and availability cannot beinfluenced by meteocontrol GmbH. Data
provision can be interrupted due tometeorological interference, maintenancework and other non-foreseeable causes.
Data transmission is via the Internet.
Various servers and providers are
involved in this process; meteocontrol
GmbH has no influence whatsoever uponthis. For this reason, 100% data
availability cannot
beguaranteed.
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.
8.13 For services within the grid feed-inmanagement field, meteocontrol shall not
be held liable for any incidents or events
which are beyond their control, forexample the accuracy of control
commands of an energy supplier, failure
oftransmitted
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 expresslyexcluded.

8.12 For provision of its services, meteocontrol
GmbH uses, among others, data andinformation that are retained from thirdparties without assurance of specificproperties and quality characteristics.
meteocontrol GmbH is not liable for how
complete or correct its content is.

@ meteocontrol 2013

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9.

Retention of title
meteocontrol GmbH retains ownership on
the delivered product up until complete
payment ofof the purchase price.
Pledging or collateral transfer of the
product under retention is prohibited tothe customer. The customer shall beentitled to resell the goods in the ordinary
course of business. The customer
assigns to meteocontrol GmbH at thispoint all claims to the amount of theinvoice total against third parties accruing
to him as a result of the resale.
meteocontrol GmbH accepts this. Afterassignment the customer shall beauthorised to collect accounts receivable.
meteocontrol GmbH shall be obliged torelease the securities to which thecompany is entitled insofar as therealizablevalue
ofmeteocontrol’ssecurities exceeds the claim to besecured by more than 10%. Meteocontrol
reserves the right to select the securities
to be released.

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. meteocontrol
GmbH is also entitled to take legal action
at the site of the customer.
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. This applies to the relinquishmentof the requirement for such items being inwriting.

End of cancellation policy

10. Confidentiality
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 contractual
relationship.
10.2 Any reference to this existing business
commitment in information or advertisingmaterial requires prior express written
permission from meteocontrol GmbH.
10.3 The confidentiality agreement also
especially applies to access data, e-mailand IP addresses and passwords
provided by meteocontrol GmbH.

@ meteocontrol 2013

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