General Terms and Conditions of Business of TUV Rheinland (UK) Ltd
1.
1.1

1.2

1.3

GENERAL
These general terms and conditions (the "GTC") of TUV Rheinland UK Ltd ("TUV") shallapply to all agreed services including advise, guidance, auditing, inspection, testing,consultation, information, deliveries, certification follow-up and the like, and to auxiliary
services and other subsidiary contractual obligations and/or other services provided by
TUV for all business transactions between TUV and the “Client” (the person or firm whopurchases services from TUV) ("TUV's Services"). No terms and conditions of the Client
shall form part of any contract or order between TUV and the Client even if they are notfurther repudiated by TUV.
The Client, when placing or confirming an order with TUV, accepting an offer from TUV,or accepting a delivery of services from TUV, recognizes that these Terms andConditions shall apply to the contract between the TUV and the Client for the supply of
TUV Services in accordance with these GTC (“Contract”) to the exclusions of any otherterms that the Client seeks to impose or incorporate, or which are implied by trade,custom, practice or course of dealing. The GTC shall also be applicable to all TUV's
Services to be performed under or in connection with any Contract.
Both consumers and entrepreneurs may be clients within the meaning of these GTC.A
consumer is any natural person who concludes a legal transaction with TÜV for
purposes which can predominantly not be attributed to his commercial or self-employedprofessional activity.
An entrepreneur is a natural or legal person or partnership with legal capacity who,
when concluding a legal transaction with TÜV, acts in the exercise of its commercial or
self-employed professional activity. Legal entities under public law and special funds
under public law shall also be considered entrepreneurs within the meaning of these
conditions.
If the client is a consumer, the "Special Terms and Conditions for Consumers" shallapply in addition and overriding to the GTC and the Special Terms and Conditions in
Section II.

1.4

In the context of an ongoing business relationship with entrepreneurs, these GTC andthe Special Terms and Conditions shall also apply to future contracts with these
entrepreneurs without TÜV having to refer to them separately in each individual case.

1.5

Insofar as these GTC or the Special Terms and Conditions refer to the term "accreditor",
this also includes authorization and recognition organisations; the terms "accreditation
specifications", "accreditation requirements" and "accreditation procedures" apply
accordingly to the specifications and procedures of the authorization or recognition
organisations.

2.

BASIS OF CONTRACT

2.1

An order constitutes an offer by the Client to purchase TUV Services in accordance withthese GTC.

2.2

The order shall only be deemed to be accepted when TUV issues written acceptanceof the order at which point and on which date a Contract shall come into existence.

2.3

The Contract constitutes the entire agreement between the parties. The Client
acknowledges that it has not relied on any statement, promise or representation madeor given by or on behalf of TUV which is not set out in the Contract.

3.5

The parties shall not include any third parties in the scope of protection of the contract,unless the parties have expressly agreed to such inclusion in writing, naming the third
party.

4.

INVOICING AND TERMS OF PAYMENT

4.1

Insofar as TÜV and the client have agreed a fixed lump-sum price in the contract, thisshall be invoiced. If the scope of services is not completely defined in writing when thecontract is concluded, the services provided by TÜV are invoiced according to theexpenditure of time and the fee agreed in the contract.
If the amount of the fee has not been agreed in writing in the contract, invoicing shallbe based on the TÜV price list valid at the time the service is provided, which will bemade available to the client upon request.

4.2

In addition to the foregoing fees, when participating in TUV certification systems for theissuance of a certificate or license, additional fees for certification services as well as
fees for licenses and storage will be billed.

4.3

If, upon the Client's request, TUV Services are rendered outside of normal working
hours, TUV may demand a surcharge on the applicable hourly rate or the fixed price,whichever is applicable. If the Client wishes to have the services rendered at short
notice, (e.g. testing has to be carried out within a period of time that is considerably
shorter than the period stated in the relevant Contract), a special appointment
surcharge of 50% will be added based on the applicable hourly rate or the fixed price,whichever is applicable.

4.4

The prices quoted do not include value-added tax (“VAT”). VAT will be charged inaccordance with the currently applicable legal provisions and shown separately on theinvoice.

4.5

As a rule, travelling expenses and other material and additional costs (subcontracts)
associated with a Contract, cost incurred for the use of special laboratories or special
measuring equipment (use of equipment cost) plus miscellaneous costs (e.g.
photographic work, disposal of test samples (hazardous waste), packaging, shippingand customs duties) will be payable plus a 20% flat rate as administrative expenses.
Travelling and subsistence expenses incurred in connection with TUV Services
rendered in the field will be charged at cost or at a flat rate on a pro rata basis, whicheveris applicable. Travelling and subsistence expenses consisting of accommodation,
meals, transportation expenses (plane/rail ticket or others) and any other costs incurred
as a result of performing the work.

4.6

Invoices will be made out reflecting the progress of the work. (i) TUV will invoice all
EU clients up to 50% of the value of the project on receipt of a purchase order. This will
be in the form of a down payment invoice for immediate payment form new clients andthose without an agreed credit account. In this case work will not commence until
payment has been received. Clients with an agreed credit account shall make payment
within 30days of the date of the down payment invoice. (ii) TUV will invoice Non EU
clients for up to 100% of the value of the project on receipt of the purchase order.

4.7

No detailed statement of services rendered will be provided with the invoice if fixedprices were agreed upon.

4.8

All invoice amounts shall be due for payment without deduction on receipt of the invoice.
No discounts will be granted on invoices.

2.4

Any samples, drawings, descriptive matter or advertising issued by TUV, and any
descriptions or illustrations contained in the TUV’s catalogues or brochures, are issued
or published for the sole purpose of giving an approximate idea of the TUV Services
described in them. They shall not form part of the Contract or have any contractualforce.

4.9

If the account of TUV as specified on the invoice is not credited with the invoice amountwithin 30 days from the date of invoice, TUV shall have the right to charge interest on
the overdue amount at the rate of 4% per annum above the then current Barclays
Bank’s base rate accruing on a daily basis from the due date until the date of actual
payment of the overdue amount, whether before or after judgment.

2.5

Any quotation given by TUV shall not constitute an offer, and is only valid for a periodof 3 months from its date of issue.

4.10

2.6

Offers made by TUV, particularly with regard to scope, implementation, prices and time
limits, shall remain conditional and shall not be binding on TUV until the execution of
the Contract or TUV's written confirmation of its acceptance of the client's order,
regardless of whether the client's order is made based on TUV's previous offer or not.

The Client shall pay all amounts due under the Contract in full without any deduction orwithholding except as required by law and the Client shall not be entitled to assert any
credit, set-off or counterclaim against TUV in order to justify withholding payment of any
such amount in whole or in part. TUV may, without limiting its other rights or remedies,
set off any amount owing to it by the Client against any amount payable by TUV to the
Client.

2.7

The contract is concluded by signing of the offer letter from TÜV or a separate contract
document by both contracting parties or by TÜV providing the services requested by
the client. If the client commissions TÜV without a prior offer from TÜV, TÜV is entitled,
at its sole discretion, to accept the order by a written declaration of acceptance or by
rendering the services ordered.

4.11

Objections to the invoices of TUV shall be submitted in writing within two weeks fromreceipt of the invoice. TÜV will make special reference to the aforementioned deadline
in its invoices.

4.12

In the event that a debt remains unpaid and there is no dispute over the payment, theclient will be deemed in default of payment. In this case TUV will take the necessary
measures to recover the outstanding debt.

4.13

If a Contract is cancelled more than 7 days after receipt of a purchase order and prior
to commencement of testing, TUV is entitled to demand from the Client a cancellation
fee up to ten per cent of the Contract price, but not more than GBP 500 to coveradministrative expenses. In addition all non-recoverable expenses already incurred
need to be carried by the Client in case of cancellation of a Contract.

4.14

In the event that a Contract is dormant for a period of 4 months due to non-delivery ofmaterials or information from the Client, TUV reserves the right to terminate theContract and invoice the Client for all costs incurred to date. The project may
subsequently be re-opened subject to a review of costs, issue of a new quotation andreceipt of a new purchase order where appropriate.

4.15

No extension or variation of payment terms or other settlements of debt shall be allowed
without specific written authorisation by the Managing Director of TUV.

4.16

If the Client fails to pay any amount due, TUV may, without prejudice to any other rights
or remedies it may have, without notice to the Client, suspend all or any TUV Service.

4.17

Annual certification maintenance fees will be charged to Clients who hold certifications,based on the number of products and types of certifications. Annual maintenance fees
are charged and invoiced separately from other fees. If a client intends to cancel a
certificate it needs to be communicated to TUV in writing at least 3 months before therenewal date for such certificate.

3.

SUPPLY OF SERVICES

3.1

Scope and type of services to be provided by TÜV are specified in the contractuallyagreed service description of TÜV. If no separate service description of TÜV isavailable, the last offer of TÜV is decisive for the services to be provided. The parties
can only agree on changes to the service description in writing. Unless otherwise
agreed, services beyond the scope of the service description (e.g. checking thecorrectness and functionality of parts, products, processes, installations, organisations
not listed in the service description, as well as the intended use and application of such)are not owed. In particular, no responsibility is assumed for the design, selection ofmaterials, construction or intended use of an examined part, product, process or plant,
unless this is expressly stated in the order.

3.2

TUV shall have the right to make any changes to the TUV Services which are necessary
to comply with any applicable law or safety requirement, or which do not materiallyaffect the nature or quality of the TUV Services, and TUV shall notify the Client in any
such event.

3.3

If mandatory legal regulations and standards or official requirements for the agreed
services change after conclusion of the contract, TÜV shall be entitled to additional
remuneration for resulting additional expenses.

3.4

The services owed under the contract are agreed exclusively with the client. A contactof third parties with the services of TÜV, as well as making available of and justifying
confidence in the performance results is not part of the agreed services. This also
applies if the client passes on performance results - in full or in extracts - to third parties
in accordance with Section 10.6.

General Terms and Conditions of Business of TUV Rheinland (UK) Ltd
5.

PERFORMANCE TIMES AND DEADLINES

5.1

The performance times and deadlines agreed in a Contract are only estimates of theextent of the work based on particulars supplied by the Client and are not of theessence. They shall be binding on TUV only if TUV has expressed its written
confirmation that they are binding.

5.2

If performance is delayed, the client may only withdraw from the contract in accordancewith the statutory provisions if TÜV is responsible for the delay in performance. Any
statutory rights of termination (i.e. under UK Law) remain unaffected. TÜV is not
responsible for a delay in performance, in particular if the client has not fulfilled his
duties to cooperate in accordance with Clause 8 or has not done so in time and, inparticular, has not provided TÜV with all documents and information required for the
performance of the service as specified in the contract.

5.3

If the client is obliged to comply with legal, officially prescribed and/or by the accreditor
prescribed deadlines, it is the client's responsibility to agree on performance dates withTÜV, which enable the client to comply with the legal and/or officially prescribeddeadlines. TÜV assumes no responsibility in this respect.

6.

PROVISION OF PRODUCT SAMPLES

6.1

The Client shall provide TUV with appropriate product samples required for the testing
and/or certification process. Such samples shall be provided at such locations as may
be indicated to the Client from time to time, at the sole cost of the Client, including
shipping and handling. TUV shall not be responsible for damage to or loss of productsamples while in transit or during the performance of the TUV Services.

7.

DISPOSAL OF PRODUCT SAMPLES

7.1

The Client agrees that product samples submitted for testing and/or certification may
be destroyed or damaged during the testing and/or certification process. Unlessotherwise instructed by the Client or if otherwise required by the applicable certification
standards or in TUV's Testing and Certification Regulations, TUV shall retain all productsamples, damaged or not, for a period of thirty (30) days after the conclusion of thetesting and/or certification process. Unless, before the end of said thirty (30) day period,
TUV receives instructions from the Client that the Client wishes to reclaim the productsamples, TUV shall be free to dispose of such product samples in any manner it deems
appropriate. All costs associated with the safe and proper disposal of hazardous
materials shall be borne solely by the Client. All shipping and handling costs associatedwith the return of product samples to the Client, shall be borne solely by the Client.

8.

COOPERATION

8.1

The Client shall:

8.1.1

Guarantee that all cooperation required of him, his agents or third parties will be
provided in good time, in a timely manner, and at no cost to TUV;

8.1.2

Ensure that the terms of the purchase order and any information it provides in theSpecification are complete and accurate; and8.1.3

Provide TUV with such information and materials as TUV may reasonably require inorder to supply the TUV Services, and ensure that such information is accurate in allmaterial respects.

8.2

8.3

8.4

Design documents, supplies, auxiliary staff, etc. necessary for cooperation with TUV in
the performance of the TUV Services shall be made available free of charge by the
Client. Moreover, the co-operative acts of the Client, his agents, staffs or any other third
parties must comply with all applicable law, standards, safety regulations and accident
prevention rules applicable in each case.
The Client shall bear any additional costs incurred on account of work having to be
redone or being delayed as a result of tardy, incorrect or incomplete information or lackof proper co-operation. Even where a fixed or maximum price is agreed, TUV shall beentitled to charge extra fees for such additional costs and expenses.
If TUV’s performance of any of its obligations under the Contract is prevented ordelayed by any act or omission by the Client or failure by the Client to perform any
relevant obligation (Client Default) TUV shall without limiting its other rights or remedies
have the right to suspend performance of the TUV Services until the Client remedies
the Client Default, and to rely on the Client Default to relieve it from the performance of
any of its obligations to the extent the Client Default prevents or delays TUV's
performance of any of its obligations.

9.

CONFIDENTIALITY

9.1

Each party shall keep and procure to be kept secret and confidential. Confidential
Information belonging to the other party disclosed as a result of the relationship of theparties under this Agreement and shall not use nor disclose the same save as
envisaged in this Agreement. Where disclosure is made to any employee, consultant
or agent, it shall be done subject to obligations equivalent to those set out in this clause
9 and each party shall be responsible to the other in respect of any disclosure or use ofsuch secret or confidential information by a person to whom disclosure is made.

9.2

9.3

The obligations of confidentiality in this clause 9 shall not extend to any matter which isin or becomes part of the public domain otherwise than by reason of a breach of theobligations of confidentiality in this Agreement or which either party can show was in its
written records prior to the date of disclosure of the same by the other party under thisAgreement or which it receives from a third party independently entitled to disclose it or
which it is required by law or regulatory authority to disclose. A party (Receiving Party)
shall keep in strict confidence all technical or commercial know-how, specifications,inventions, processes or initiatives which are of a confidential nature and have been
disclosed to the Receiving Party by the other party (Disclosing Party), its employees,
agents or subcontractors, and any other confidential information concerning theDisclosing Party's business or its products or its services which the Receiving Party
may obtain. The Receiving Party shall restrict disclosure of such confidential information
to such of its employees, agents or subcontractors as need to know it for the purposeof discharging the Receiving Party's obligations under the Contract, and shall ensurethat such employees, agents or subcontractors are subject to obligations ofconfidentiality corresponding to those which bind the Receiving Party.
Confidential Information means all technical or commercial know-how, specifications,inventions, processes or initiatives which are of a confidential nature and have been
disclosed to a party by the other party, its employees, agents or subcontractors, andany other confidential information concerning a party’s business or its products or its
services. Each party shall restrict disclosure of such confidential information to such of
its employees, agents or subcontractors as need to know it for the purpose ofdischarging its obligations under the Contract, and shall ensure that such employees,
agents or subcontractors are subject to obligations of confidentiality corresponding tothose which bind the Receiving Party. This clause 9 shall survive termination of theContract.
9.4

Confidential information is expressly not the data and know-how collected, compiled orotherwise obtained by TÜV (non-personal) within the scope of the provision of servicesby TÜV. TÜV is entitled to store, use, further develop and pass on the data obtained inconnection with the provision of services for the purposes of developing new services,
improving services and analysing the provision of services.

10.

INTELLECTUAL PROPERTY RIGHTS, COPYRIGHTS AND RIGHTS OF USE,
PUBLICATION

10.1

All patents, rights to inventions, utility models, copyright and related rights, trademarks,
service marks, trade, business and domain names, rights in trade dress or get-up, rights
in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights incomputer software, database right, topography rights, moral rights, rights in confidential
information (including know-how and trade secrets) and any other intellectual property
rights, in each case whether registered or unregistered and including all applications forand renewals or extensions of such rights, and all similar or equivalent rights or forms
of protection in any part of the world (“Intellectual Property Rights”) in or arising out ofor in connection with the TUV Services including in any reports and calculations
produced by TUV and/or any member of the TUV Rheinland Group shall be owned by
TUV or the TUV Rheinland Group.

10.2

Any reports, calculations and/or other materials produced in connection with the TUVServices may be used by the Client only for agreed and intended purposes under the
relevant Contract.

10.3

The copyrights of the reports, test reports, test results, expert opinions, results,
calculations, representations, etc. prepared within the scope of the order (hereafter"performance results") are owned by TÜV. As the owner of the copyrights, he is free togrant others the right to use the performance results for individual or all types of use("right of use").

10.4

The client receives a simple, unlimited, non-transferable, non-sub licensable right ofuse to the contents of the service results produced within the scope of the order, unlessotherwise contractually agreed in individual cases. The right of use is limited to thecontractual purpose (e.g. use of test reports, audit reports as proof of audits carried out
or in the case of a contractually agreed review of a management system for conformity
with certification conditions as proof of the corresponding decision).

10.5

The transfer of rights of use of the generated performance results regulated in Section
10.4 of these GTC is subject to full payment of the remuneration agreed in favour of
TÜV.

10.6

The client may only pass on the performance results in full unless TÜV has given itsprior written consent to the partial passing on of performance results.

10.7

Any publication or reproduction of the service results for advertising purposes or any
further use of the service results beyond the scope regulated in Section 10.4 requires
the prior written consent of TÜV in each individual case. It is clarified that the client is
responsible for any publication or duplication of the service results for promotion
purposes.

10.8

TÜV may revoke a once given approval according to section 10.5 at any time without
stating reasons. In this case, the client is obliged to stop the transfer of the service
results immediately at his own expense and, as far as possible, to withdraw
publications.

10.9

The consent of TÜV to publication does not entitle the client to use the corporate logoof TÜV, also registered as a Union trademark (Reg.-No.: 005871116) or the corporate
design of TÜV as reference advertising.

11.

USE OF CERTIFICATION MARKS

11.1

TUV or the appropriate affiliate of TUV will determine that the relevant certification
standards have been met. TUV or its affiliates will authorize the use of the appropriate
certification mark and, if applicable, the certification will be entered in the appropriate
list or register.

11.2

Certification marks may only be used by Clients in strict compliance with the relevant
standards issued by TUV, its affiliates and/or any other certification body, unless anduntil expressly authorized in writing by TUV or its affiliates and then only in the form andmanner specified

11.3

The Client’s failure to use the certification marks in strict compliance with the relevant
regulations issued by TUV and/or any other certification body, or the Client’s failure to
pay fees due to TUV, may result in the cancellation without notice of the certification(s)issued by TUV or its affiliates or any other certification body. In addition, in the event of
an infringement of the certification marks by the Client, the Client agrees that TUV and
its affiliates are entitled to seek injunctive relief, without the requirement to post a bond,to protect their rights in the certification marks.

12.

INSPECTIONS AND PRODUCTION CONTROLS

12.1.

The Client shall insure that products receiving certifications are manufactured inconformity with all applicable laws, standards and requirements pertaining thereto. The
Client’s compliance with this requirement may, in appropriate cases, be established by
TUV, TUV’s affiliates or their representatives, by means of inspections of the
manufacturing facilities of the Client, in accordance with established procedures or asotherwise determined by TUV or TUV’s affiliates. The Client shall grant to TUV, itsaffiliates or their representatives free access at all reasonable times to such facilities of
the Client as engage in the manufacture, distribution or servicing of the products, aswell as to all relevant production processes, as is required to establish that the Client isin compliance with the applicable standards. All costs of such inspections shall be borneby the Client.

General Terms and Conditions of Business of TUV Rheinland (UK) Ltd
13.

ACCEPTANCE OF SERVICES
Reports and work product generated by TUV or its affiliates shall be examined by the
Client within five (5) business days beginning on the date of delivery to the Client. The
TUV Services shall be deemed to be accepted unless a written notice describing the
deficiency is received by TUV within five (5) business days beginning on the date ofdelivery to the Client. Any part of the TUV Services ordered by the Client which iscomplete in itself may be presented by TUV or its affiliates for acceptance as an
instalment.

16.7

Subject to clause 16.8, the liability of TUV and the TUV affiliates, their employees,
agents, managerial staff and constituent bodies, for all other losses arising under or inconnection with the Contract, whether pursuant to a claim in contract, tort (including
negligence), breach of statutory duty or otherwise shall in all events be limited to a totalof one million pounds (£1,000,000) in aggregate.

16.8

Nothing in these GTC shall limit or exclude TUV’s liability for:16.8.1

Death or personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors;

14.

TERMINATION
16.8.2Fraud or fraudulent misrepresentation; or

14.1

Without limiting its other rights or remedies, each party may terminate the Contract withimmediate effect by giving written notice to the other party if:

16.8.3

Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982
(title and quiet possession).

The other party commits a material breach of the Contract and (if such a breach isremediable) fails to remedy that breach within 28 days of that party being notified inwriting of the breach;

17.

INDEMNIFICATION

14.1.114.1.2the other party suffers an Insolvency Event which means any one or more of (1) a noticebeing issued to propose a resolution for winding up or dissolution, or such a resolution
being passed; (2) a petition for a winding up or an administration or bankruptcy order
being presented, or such an order being made; (3) any steps being taken with a viewto a voluntary arrangement or other assignment, composition or arrangement with allor any creditors or any moratorium, readjustment, rescheduling, forgiveness or deferralof all or any indebtedness; (4) suspension of payments to all or any creditors and/or
ceasing business; (5) an encumbrancer taking possession of all or any assets of a party;(6) an administrator or receiver being appointed over a party or all or any of its assets;(7) any action anywhere similar or analogous to any of the foregoing; (8) the other party
having reasonable grounds for believing that any of the foregoing is imminent. For the
avoidance of doubt if any of the foregoing occurs in relation to a partner in any of theparties hereto it shall be deemed to occur in relation to that party.

14.2

Without limiting its other rights or remedies, TUV may terminate the Contract withimmediate effect by giving written notice to the Client if the Client fails to pay any amountdue under this Contract on the due date for payment.

14.3

Without limiting its other rights or remedies, each party shall have the right to terminate
the Contract by giving the other party 3 months' written notice.

14.4

Without limiting its other rights or remedies, TUV shall have the right to suspend
provision of the TUV Services under the Contract or any other contract between the
Client and TUV if the Client becomes subject to any of the events listed in clause 14.1.2,
or TUV reasonably believes that the Client is about to become subject to any of them,or if the Client fails to pay any amount due under this Contract on the due date forpayment.

14.5

In the event of a suspension of performance TUV shall be entitled, as a condition of
resuming performance, to require pre-payment, or such security as it may require.

15.

CONSEQUENCE OF TERMINATION

15.1

On termination of the Contract for any reason:

15.1.1

the Client shall immediately pay to TUV all of TUV's outstanding unpaid invoices andinterest and, in respect of TUV Services supplied but for which no invoice has been
submitted, TUV shall submit an invoice, which shall be payable by the Client
immediately on receipt;

15.1.2The Client shall return all of the materials that belong to TUV. If the Client fails to do so,then TUV may enter the Client’s premises and take possession of them. Until they havebeen returned, the Client shall be solely responsible for their safe keeping and will not
use them for any purpose not connected with this Contract;

The Client shall indemnify and hold harmless TUV and TUV’s officers, directors,
employees, affiliates, suppliers and agents (each a “TUV Indemnified Person”) against
any losses, claims, damages, liabilities, penalties, actions, proceedings or judgmentsof any kind whatsoever (including all reasonable legal and attorney’s fees andexpenses) to which a TUV Indemnified Person may become subject arising out ofclaims by anyone including but not limited to Client’s customers or any third party
related to or arising out of any breach by Client of any provision of the Contract or the
Certification and Testing Regulations or any misrepresentation made by it.
18.

OTHER PROVISIONS

18.1

The Contract and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims), is governed by thelaws of England and the parties irrevocably submit to the exclusive jurisdiction of thecourts of England and Wales.

18.2

The place of performance shall be the place where the agreed services are to be
performed, or otherwise the registered office of TUV in the United Kingdom.

18.3

Any amendments and/or additions to a Contract must be in writing and agreed by TUV
and the Client.

18.4

TUV shall not be liable to the Client as a result of any delay or failure to perform its
obligations under this Contract as a result of a Force Majeure Event. For the purposesof this Contract, Force Majeure Event means an event beyond the reasonable control
of TUV including but not limited to strikes, lock-outs or other industrial disputes (whether
involving the workforce of TUV or any other party), failure of a utility service or transport
network, act of God, war, riot, civil commotion, malicious damage, compliance with any
law or governmental order, rule, regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or default of suppliers or subcontractors.

18.5

If the Force Majeure Event prevents TUV from providing any of the TUV Services formore than 4 weeks, TUV shall, without limiting its other rights or remedies, have theright to terminate this Contract immediately by giving written notice to the Customer.

18.6

TUV may at any time assign, transfer, charge, subcontract or deal in any other mannerwith all or any of its rights under the Contract and may subcontract or delegate in any
manner any or all of its obligations under the Contract to any third party or agent.

18.7

The Client shall not, without the prior written consent of TUV, assign, transfer, charge,
subcontract or deal in any other manner with all or any of its rights or obligations under
the Contract.

18.8

A waiver of any right under the Contract is only effective if it is in writing and shall not
be deemed to be a waiver of any subsequent breach or default. No failure or delay by
a party in exercising any right or remedy under the Contract or by law shall constitute a
waiver of that or any other right or remedy, nor preclude or restrict its further exercise.
No single or partial exercise of such right or remedy shall preclude or restrict the further
exercise of that or any other right or remedy.

15.1.3the accrued rights, remedies, obligations and liabilities of either party as at expiry or
termination shall not be affected, including the right to claim damages in respect of any
breach of the Contract which existed at or before the date of termination or expiry; and15.1.4

Clauses which expressly or by implication have effect after termination shall continue
in full force and effect.

18.9

Unless specifically provided otherwise, rights arising under the Contract are cumulativeand do not exclude rights provided by law.

16.

WARRANTY AND LIMITATION OF LIABILITY

18.10

16.1

TUV warrants that TUV’s Services shall be performed in accordance with the applicable
testing and certification standards and in a workmanlike manner by qualified personnel.

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnershipor joint venture of any kind between any of the parties, nor constitute any party theagent of another party for any purpose. No party shall have authority to act as agent
for, or to bind, the other party in any way.

16.2

Subject to clause 16.8, TUV shall not be liable under any circumstances to the Client
and/or any other person if:

18.11

A person who is not a party to the Contract shall not have any rights under or inconnection with it.

16.2.1

TUV’s Services or work products prepared in connection with TUV’s Services are usedother than for the intended purpose;

19.

REVISIONS

16.2.2

Any report prepared by TUV was subsequently modified without TUV’s written consent;
and/or

16.2.3the Client did not disclose to TUV all material facts known to the Client with respect toobject of the services.

16.3

Except as provided for in these GTC all warranties, representations, conditions andother terms implied by statute or common law, with respect to TUV’s Services or any of
its agents, subsidiaries, affiliates or subcontractors are, to the fullest extent permitted
by law, excluded from the Contract.

16.4

Subject to clause 16.8, the Client may not bring any action arising out of or in connection
with any transaction covered by these GTC unless such action commences within one
year after the cause of action has accrued.

16.5

Subject to clause 16.8, the liability of TUV and the TUV affiliates hereunder is expressly
limited to direct damages incurred with respect to TUV’s Services.

16.6

Subject to clause 16.8, in no event shall TUV be liable to the Client in contract, tort(including without limitation negligence), breach of statutory duty and/or otherwise for
economic loss, loss of business opportunity, loss of revenue, loss of profits, additional
expenses incurred, indirect, special, exemplary, punitive, incidental or consequentialloss.

TUV may change, revise, amend or modify these GTC from time to time. TUV shallprovide Clients with written notice of any such changes, revisions, amendments ormodifications, provided, however, that any such changes, revisions, amendments ormodifications shall become effective without any further action by any party but theyshall not apply to any orders placed and accepted by TUV prior to the effective date ofsuch changes, revisions, amendments or modifications.
20. SEVERANCE
If a provision (or part of any provision) of the Contract (including the GTC) is found to
be invalid, illegal or unenforceable by a court or other competent authority that thatprovision or part provision shall, to the extent required, be deemed deleted, and all otherterms and provisions or unaffected parts thereof or any other part thereof shall remain
valid and enforceable.
21.

NOTICESAll notices under this Contract shall be in writing and may be served by post or facsimiletransmission addressed to the other party at the address given in this Contract or atsuch other address as a party shall from time to time by notice in writing give to theother party for the purpose of service of notices under this Contract and every such
notice shall be deemed to have been served by post at the expiration of 7 days after
dispatch of the same or if sent by facsimile transmission at ten hours local time on thenext normal Business Day of the recipient following dispatch and in proving service it
shall be sufficient to show in the case of a letter that the same was duly addressedGeneral Terms and Conditions of Business of TUV Rheinland (UK) Ltd
prepaid and posted in the manner provided and in the case of a facsimile transmission
a transmission report that it was transmitted to the correct telephone number.
Saturdays, Sundays and Bank Holidays shall not in any event be treated as days on
which service is effected, and service shall be deemed to take place on the next normal
Business Day of the recipient.
22.

DEFECTS

22.1

The legal warranty rights shall apply, unless otherwise regulated in these conditions.

22.2

In the event of a defect, the client has a claim to supplementary performance.
Supplementary performance shall be effected at the discretion of TÜV either byrectification or new delivery. Generally, supplementary performance by TÜV is carriedout as a gesture of goodwill and without recognition of a legal obligation.
Acknowledgement with the consequence of a new start of the statute of limitations shall
only exist if TÜV has expressly declared this to the client. If the supplementary
performance fails, the client is entitled to either withdraw from the contract or to reduce
the price. Supplementary performance shall be deemed to have failed after the second
unsuccessful attempt, unless the nature of the item or the defect or other circumstancesin particular indicate otherwise.

22.3

The notification of defects by the client must be in writing.

22.4

The Client's claims for defects regulated in this section 22 shall become statute-barredwithin one (1) year from the beginning of the statutory limitation period unless legallyobliged to be longer.

22.5

Apart from the claims mentioned in section 22, the Client is not entitled to any further
claims and rights due to defects, with the exception of claims for damages andreimbursement of expenses. Liability for damages and reimbursement of expenses
shall be governed by section 23 of these GTC.

23.

DAMAGES AND REIMBURSEMENT OF EXPENSES

23.1

TÜV is not liable for damages or reimbursement of expenses on whatever legal grounds- in particular due to defects, breach of duties arising from the contractual relationshipor tort. This applies in particular, but not exclusively, to claims for damages due to lost
sales or profits, financing costs as well as damages as a result of business interruption
or loss of production.

23.2

This exclusion of liability according to section 23.1 does not apply in the case of a) intent
or gross negligence, b) liability for guaranteed quality characteristics, c) liability on thebasis of the Consumer Protection Act and d) culpable injury to life, body or health. In
addition, TÜV is also liable in accordance with legal provisions in the event of a breachof essential contractual obligations, i.e. obligations whose fulfilment is essential for theproper execution of the contract and on whose observance the client regularly relies
and may rely.

23.3

Unless otherwise contractually agreed in writing, TÜV shall only be liable under thecontract to the client and, if applicable, to a third party explicitly named in writing in thecontract. Liability towards other third parties is excluded with the exception of liability in
tort.

24.

EXPORT CONTROL

13.1

When passing on the services provided by TÜV or parts thereof to third parties in UK
or abroad, the client must comply with the respectively applicable regulations of national
and international export control law.

13.2

The performance of a contract with the client is subject to the proviso that there are no
obstacles to performance due to national or international foreign trade legislations orembargos and/or sanctions.

25

DATA PROTECTION NOTICE
TÜV processes personal data of the contractual partner for the purpose of fulfilling thiscontract. In addition, TÜV also processes the data for other legal purposes inaccordance with the relevant legal basis (e.g. balancing of interests / consent). The
personal data of the contractual partner will only be disclosed to other natural or legal
persons if the legal requirements are met. This also applies to transfers to third
countries. The personal data will be deleted immediately as soon as a corresponding
reason for deletion arises. Legal record retention periods are taken into account. Data
subjects may exercise the following rights: right of information, right of rectification, rightof deletion, right of processing limitation, right of objection, right of data transferability.
In addition, persons concerned by the data processing have the right to revoke theirconsent at any time with effect for the future, as well as the right to file a complaint withthe competent data protection supervisory authority. For further details on theprocessing of personal data by TÜV as the person responsible or contract processor,
please refer to the respective data protection information. You can contact the Group
Data Protection Officer of TÜV by e-mail at datenschutz@de.tuv.com or by post at thefollowing address: TÜV Rheinland AG, c/o Group Data Protection Officer, Am Grauen
Stein, 51105 Cologne, Germany.

LAST REVIEWED: JANUARY 2020.