General Terms and Conditions of Business and Delivery 2023

for systems and spare parts and assembly work for ARGOVIA Hydrogen AG.

1. general

1.1 This document constitutes the general terms and conditions of business and delivery for systems, spare parts and any assembly work of ARGOVIA Hydrogen AG, which is hereinafter referred to as the Supplier

1.2 The contract is concluded upon receipt of the Supplier´s written confirmation that it accepts the order (order confirmation). Offers that do not contain an acceptance period are non-binding.

1.3 These terms of delivery are binding if they are declared applicable in the offer or in the order confirmation. Any other terms and conditions of the Purchaser shall only be valid if they have been expressly accepted by the Supplier in writing.

1.4 All agreements and legally relevant declarations of the contracting parties must be made in writing in order to be valid. Declarations in text form, which are transmitted or recorded by electronic media, shall be deemed equivalent to the written form if specifically agreed by the parties.

2. scope of deliveries and services

The deliveries and services of the Supplier are exhaustively listed in the order confirmation, including any enclosures thereto.

3. plans and technical documents

3.1 Brochures and catalogs are not binding unless otherwise agreed. Details in technical documents are only binding if they are expressly warranted.

3.2 Each contracting party reserves all rights to plans and technical documents which it has handed over to the other. The receiving contracting party acknowledges these rights and shall not make the documents available to third parties in whole or in part or use them for purposes other than those for which they were handed over without the prior written authorization of the other contracting party.

4. prices

4.1 Unless otherwise agreed, all prices are quoted net, ex works, without packaging, in freely available Swiss francs, without any deductions. All ancillary costs such as freight, insurance, permits, certifications, taxes, duties, fees and customs duties shall be borne by the customer.

4.2 The Supplier reserves the right to adjust prices if wage rates or material prices change between the time of the offer and the contractual performance.

An appropriate price adjustment shall also be made if the delivery period is subsequently extended for one of the reasons stated in Clause 7.2, if the documents supplied by the customer did not correspond to the actual circumstances or were incomplete, or if laws, regulations, principles of interpretation or application have changed.

5. terms of payment

5.1 Payments shall be made by the Purchaser in accordance with the agreed terms of payment at the Supplier´s domicile without deduction of discounts, expenses, taxes, levies, fees, customs duties and the like. Unless otherwise agreed, the price shall be paid in the following installments:

• the first half down payment within 20 days of receipt of the order confirmation by the customer,
• the second half before delivery of the system or when the supplier is ready to ship.

5.2 If the Customer fails to meet the agreed payment deadlines, it shall pay interest without reminder from the agreed due date, which shall be based on the usual interest rates at the Customer´s domicile, but shall be at least 4% above the respective 3-month CHF-SARON. The right to compensation for further damages remains reserved.

6. reservation of title

The Supplier shall remain the owner of all its deliveries until it has received payment in full in accordance with the contract. Upon conclusion of the contract, the customer authorizes the supplier to enter or reserve the reservation of title in public registers or similar at the customer´s expense and to fulfill all formalities in this regard. The Purchaser shall maintain the delivered items at its own expense for the duration of the retention of title and insure them in favor of the Supplier against theft, breakage, fire, water and other risks. It shall also take all measures to ensure that the Supplier´s title is neither impaired nor revoked.

7. delivery period

7.1 The delivery period shall commence as soon as the contract has been concluded, all official formalities have been obtained, the payments to be made at the time of ordering and any securities have been provided and the essential technical points have been clarified. The delivery deadline shall be deemed to have been met if the notification of readiness for dispatch has been sent to the customer by the time it expires.

7.2 The delivery period shall be extended appropriately

a) if the supplier does not receive the information required for the fulfillment of the contract in time or if the customer subsequently changes it and thus causes a delay in the deliveries or services;
b) if obstacles arise which the supplier cannot avert despite exercising due care, irrespective of whether they arise at the supplier´s premises, at the customer´s premises or at the premises of a third party. Such obstacles are, for example, epidemics or pandemics, mobilization, war, civil war, acts of terrorism, riots, political unrest, revolutions, sabotage, significant operational disruptions, accidents, labour disputes, delayed or defective delivery of the necessary raw materials, semi-finished or finished products, rejection of important workpieces, measures or omissions by authorities, state or supranational bodies, embargoes, unforeseeable transport obstacles, fire, explosion, natural disasters;
c) if the customer or third parties are in arrears with the work to be carried out by them or are in default with the fulfillment of their contractual obligations, in particular if the customer does not comply with the terms of payment.

The Purchaser shall be entitled to claim compensation for delayed deliveries insofar as the Supplier is demonstrably responsible for the delay and the Purchaser can prove damage as a result of this delay. If the Purchaser is assisted by a replacement delivery, the claim for compensation for delay shall lapse.

The compensation for delay shall amount to a maximum of 0.5% for each full month of delay, but not more than 5% in total, calculated on the contract price of the delayed part of the delivery or partial delivery. The first four weeks of delay do not entitle the customer to any compensation for delay.

Once the maximum compensation for delay has been reached, the Purchaser shall grant the Supplier a reasonable grace period in writing. If this grace period is not complied with for reasons for which the supplier is responsible, the customer shall be entitled to refuse acceptance of the delayed part of the delivery. If partial acceptance is economically unreasonable for him, he shall be entitled to withdraw from the contract and to reclaim payments already made against return of deliveries made.

7.3 The customer shall have no rights and claims due to delays in deliveries or services other than those expressly mentioned in this Clause 7. This restriction does not apply to unlawful intent or gross negligence on the part of the Supplier, but it does apply to auxiliary persons.

8. transfer of benefit and risk

8.1 Benefit and risk shall pass to the customer at the latest upon dispatch of the deliveries ex works.

8.2 If dispatch is delayed at the request of the customer or for other reasons for which the supplier is not responsible, the risk shall pass to the customer at the time originally intended for delivery ex works.

From this time onwards, the deliveries shall be stored and insured at the expense and risk of the Purchaser.

9. inspection and acceptance of deliveries and services

9.1 The Supplier shall inspect the deliveries and services prior to shipment to the extent customary. If the customer requests further inspections (e.g. FAT), these shall be agreed separately and paid for by the customer.

9.2 The customer shall inspect the goods and services within 48 hours and notify the supplier immediately in writing of any defects. If he fails to do so, the deliveries and services shall be deemed approved.

9.3 The supplier shall remedy the defects notified to him in accordance with Clause 9.2 as soon as possible, and the customer shall give him the opportunity to do so.

9.4 The performance of an acceptance test and the determination of the conditions applicable thereto shall require a special agreement.

9.5 The customer shall have no rights and claims for defects of any kind in deliveries or services other than those expressly stated in this Clause 9 and Clause 10 (warranty, liability for defects).

10 Warranty, liability for defects

The warranty period shall be 12 months, or 6 months in the case of multi-shift operation. It begins with the dispatch of the deliveries ex works or, if the supplier has also taken over the assembly, with the completion thereof. If dispatch or assembly is delayed for reasons for which the supplier is not responsible, the warranty period shall end no later than 18 months after notification of readiness for dispatch.

The warranty period for replaced or repaired parts shall not begin anew and shall last 6 months from replacement or completion of the repair.

The warranty expires prematurely if the customer or third parties carry out modifications or repairs or if, in the event of a defect, the customer does not immediately take all appropriate measures to minimize the damage and give the supplier the opportunity to remedy the defect. Or if maintenance and servicing work is carried out in deviation from the manufacturer´s instructions.

10.1 The supplier undertakes, at the written request of the customer, to repair or replace as quickly as possible, at the supplier´s discretion, all parts of the supplier´s deliveries which are demonstrably defective or unusable as a result of poor material, faulty design or poor workmanship before the expiry of the warranty period. Replaced parts shall become the property of the supplier, unless the supplier expressly waives this right. The supplier shall bear the costs of rectification within the scope of proportionality, insofar as they do not exceed the usual transportation, personnel, travel and accommodation costs as well as the usual costs for the installation and removal of the defective parts.

10.2 Warranted characteristics are only those which have been expressly designated as such in the order confirmation or in the specifications. The warranty is valid until the expiry of the warranty period at the latest.

If the warranted characteristics are not or only partially fulfilled, the Purchaser shall initially be entitled to immediate rectification by the Supplier. The purchaser shall grant the supplier the necessary time and opportunity to do so. If this rectification is not successful or only partially successful after a maximum of three attempts, the Purchaser shall be entitled to a reasonable reduction of the price. If the defect is so serious that it cannot be remedied within a reasonable period of time and if the deliveries or services cannot be used for the stated purpose or can only be used to a considerably reduced extent, the customer shall have the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable for him and he notifies this immediately, to withdraw from the contract. The Supplier can only be obliged to refund the amounts paid to him for the parts affected by the withdrawal.

10.3 Excluded from the Supplier´s warranty and liability are damages which cannot be proven to have arisen as a result of poor material, faulty design or poor workmanship, e.g. as a result of natural wear and tear, inadequate maintenance, disregard of operating instructions, excessive strain, unsuitable operating materials, chemical or electrolytic influences, construction or assembly work not carried out by the Supplier, and as a result of other reasons for which the Supplier is not responsible.

10.4 The Buyer shall have no rights or claims due to defects in material, design or workmanship or due to the absence of warranted characteristics other than those expressly mentioned in Clauses 10.1 to 10.4.

11. export control

The customer acknowledges that the deliveries may be subject to Swiss and/or foreign statutory provisions and regulations on export control and may not be sold, leased or otherwise transferred or used for any purpose other than the agreed purpose without an export or re-export license from the competent authority. The customer undertakes to comply with such provisions and regulations. He acknowledges that these may change and are applicable to the contract in the respective valid wording.

12. exclusion of further liability of the supplier

All cases of breach of contract and their legal consequences as well as all claims of the customer, irrespective of the legal grounds on which they are based, are conclusively regulated in these terms and conditions. In the event that the customer should have any claims arising from or in connection with the contract or its improper performance, the total amount of such claims shall be limited to the price paid by the customer. On the other hand, all claims for damages, reduction in price, rescission of the contract or withdrawal from the contract not expressly mentioned are excluded. Under no circumstances shall the customer be entitled to claim compensation for damages that have not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, recall costs, loss of profit or other direct or indirect damages. Liability for compensation for third-party claims asserted against the customer for infringement of intellectual property rights is also excluded. This exclusion of further liability of the Supplier shall not apply to unlawful intent or gross negligence on the part of the Supplier, but shall apply to auxiliary persons. Otherwise, this exclusion of liability shall not apply insofar as it conflicts with mandatory law.

13. assembly

13.1 Scope of application
These terms and conditions apply to the assembly or supervision of assembly, commissioning and trial operation of machines and systems by the supplier.

13.2 General
The contract shall come into effect upon receipt of the written confirmation from the supplier, provided in particular that the necessary official authorizations and the agreed payment securities have been provided. Offers that do not contain an acceptance period shall be binding for a period of 30 days from dispatch, unless otherwise stated.

13.3 General terms and conditions of the Customer shall only be valid if they have been accepted by the Supplier in writing

13.4 All agreements and legally relevant declarations of the parties must be in writing in order to be valid. However, the parties acknowledge that the electronic signature used by authorized persons (e.g. Adobe Sign, DocuSign or similar, which ensure the identification of the issuer and the integrity of the document) is sufficient and binding for the conclusion of the contract and for all documents related to the contract, in particular also for documents for which the contract requires written form or which must be signed by the parties.

13.5 Scope of services
The Supplier´s services are exhaustively listed in the order confirmation, including any enclosures, and in the work report of the Supplier´s personnel.

13.6 Plans, technical documents and software
Details in plans, drawings and technical documents as well as data in software are only binding insofar as they form an integral part of the contract

13.7 The Supplier reserves all rights to plans, drawings, technical documents and software. The Buyer acknowledges these rights and shall not make the plans, drawings, documents and software available to third parties in whole or in part or use them for any purpose other than the agreed purpose without the prior written authorization of the Supplier. If the services also include software, the contract shall grant the customer the non-exclusive and non-transferable right to use the software for the agreed purpose. The customer is not entitled to make copies (except for archiving purposes, for troubleshooting or to replace faulty data carriers) or to update, upgrade or otherwise extend the software. The Customer may not disassemble, decompile, decrypt or reverse engineer the software without the prior written consent of the Supplier. If the Customer violates any of these provisions, the Supplier shall be entitled to revoke the right to use the software without notice.

13.8 Regulations and standards
The Customer shall, at the latest when placing the order, draw the Supplier´s attention in writing to the regulations and standards relating to the provision of the services, the operation of the systems or to the prevention of illness and accidents. He shall draw the Supplier´s attention to this if special consideration is to be given to him or third parties in the provision of the services.

13.9 Terms of payment Provision of services
Payments shall be made by the Customer net at the Supplier´s domicile, without deduction of discounts, expenses, taxes, levies, fees, customs duties and the like. The price and costs shall be invoiced monthly. The Supplier shall be entitled to demand a down payment of at least 20% of the estimated amount. All amounts owed to the supplier are due for payment within 20 days of the invoice date. The payment obligation shall be deemed to have been fulfilled if Swiss francs or the agreed foreign currency are freely available to the supplier at his domicile. The Purchaser may neither withhold nor reduce payments due to complaints, claims or counterclaims not recognized in writing by the Supplier. Payments shall also be made on time if the provision of the services is delayed or made impossible for reasons for which the Supplier is not responsible. If the advance payment or the securities to be provided are not made in accordance with the contract, the Supplier shall be entitled to adhere to the contract or to withdraw from the contract and in each of these cases to demand compensation for damages, including compensation for loss of profit. If the customer is in arrears with a further payment for any reason whatsoever, or if the supplier must seriously fear that it will not receive the customer´s payments in full or on time due to a circumstance occurring after conclusion of the contract, the supplier shall be entitled, without prejudice to its other claims, to suspend further performance of the contract until new terms of payment and delivery have been agreed and the supplier has received sufficient security. If such an agreement cannot be reached within a reasonable period of time or if the supplier does not receive sufficient securities, the supplier shall be entitled to withdraw from the contract and to claim damages, including compensation for loss of profit. If the agreed payment deadlines are exceeded, interest on arrears shall be owed without special reminder, subject to the assertion of further claims, whereby the interest rate shall be based on the usual interest rates at the supplier´s domicile, but shall be at least 5% per year. The obligation to pay in accordance with the contract shall remain in force.

13.10 Execution period
The binding nature of a performance period requires a corresponding written agreement, in particular regarding the scope of performance. The performance period shall commence as soon as, from the supplier´s point of view, all requirements for the provision of the services have been met. An agreed performance deadline shall be deemed to have been met if the systems are ready for operation as intended upon its expiry. This shall also apply if individual parts of the systems are still missing or individual reworking of the same still has to be carried out. Compliance with the agreed performance period shall be subject to the fulfillment of all contractual and non-contractual obligations of the customer towards the supplier. The agreed performance period shall be extended appropriately:

a) if the supplier does not provide the information required to fulfill the contract on time or in full, or if the customer subsequently changes such information; or
b) if the Purchaser or third parties are in arrears with the work to be carried out by them or the Purchaser is in arrears with the fulfillment of its obligations; or
c) if hindrances occur which the Supplier cannot avert despite exercising due care, irrespective of whether they occur at the Supplier´s, the Purchaser´s or a third party´s premises.
Such obstacles include, in particular, significant operational disruptions, accidents, labor disputes, official measures or omissions; or
d) if any other circumstances occur for which the Supplier is not responsible.

If the agreed performance deadline is not met, the customer may claim compensation for delay if the delay can be proven to have been caused by the supplier. The compensation for delay shall amount to a maximum of 0.5% for each full month of delay, but not more than 5% in total, calculated on the contract price of the services for the part of the installations that cannot be commissioned on time due to the delay. Once the maximum compensation for delay has been reached, the customer shall grant the supplier a reasonable grace period in writing. If this grace period is not complied with for reasons for which the supplier is at fault, the customer shall be entitled to withdraw from the contract. In such a case, the Supplier shall only be obliged to refund the price paid to it for the parts of the services affected by the withdrawal. If a specific date has been agreed instead of an execution period, this shall be equivalent to the last day of an agreed execution period; Clauses 13.1 to 13.5 shall apply analogously. 13.7 The Customer´s claims arising from or in connection with delays in the performance of the contract are expressly and conclusively regulated in this Clause 13. Other and additional claims of the customer are excluded. This limitation of liability shall not apply in the event of gross negligence or unlawful intent on the part of the Supplier.

13.11 Transfer of risk
The Customer shall bear the risk of accidental damage to and accidental loss of the equipment and the materials, spare parts and auxiliary materials provided by it. The Supplier may claim payment of the agreed price even if the services cannot be provided or can only be provided in part as a result of damage to or loss of the equipment.

13.12 Acceptance of the services
The services are ready for acceptance when the systems are ready for operation as intended. The services shall also be deemed ready for acceptance if individual parts of the systems are still missing or if reworking still has to be carried out on them, or if the systems cannot be put into operation for reasons for which the Supplier is not responsible. As soon as the Supplier has notified the Purchaser that the services are ready for acceptance, the Purchaser shall inspect them in the presence of a representative of the Supplier and notify the Supplier of any defects in writing without delay. If he fails to do so, acceptance of the services shall be deemed to have taken place and they shall be deemed to have been approved. Acceptance shall also be deemed to have taken place,

• if acceptance does not take place on the scheduled date for reasons for which the Supplier is not responsible; or
• if the Customer refuses to sign any acceptance report; or
• as soon as the Purchaser puts the equipment into operation; or
• if the Buyer refuses acceptance without being entitled to do so.

Insofar as the Supplier is responsible for the defects identified during acceptance, it shall rectify the defects as quickly as possible; the Purchaser shall give the Supplier sufficient opportunity to do so. The Purchaser´s claims arising from or in connection with defects in the Services are expressly and conclusively regulated in this clause. Other and further claims are excluded. This limitation of liability shall not apply in the event of gross negligence or unlawful intent on the part of the Supplier.

13.13 Warranty
The supplier warrants the professional and careful provision of the services for a period of 6 months from acceptance of the services. This warranty is conclusive. If acceptance of the services is delayed for reasons for which the supplier is not responsible, the warranty period shall end no later than 9 months after completion of the services. If it can be proven that the services have not been performed properly and with due care before the warranty period expires, the supplier shall, at the written request of the customer, rectify the services concerned within a reasonable period of time, provided that the customer has notified the supplier of the defects in writing immediately after their discovery during the warranty period.

The Supplier shall bear exclusively the costs incurred by it for rectification. The Supplier shall only assume a corresponding warranty for services provided by the Customer´s personnel if the defects were demonstrably caused by gross negligence on the part of the Supplier´s personnel by issuing instructions or supervision. For services provided by subcontractors specified by the Customer, the Supplier shall only assume the warranty within the scope of the warranty obligations of the subcontractor concerned. The Purchaser´s warranty claims are expressly and conclusively regulated in this Clause 13. Other and additional claims are excluded. This limitation of liability shall not apply in the event of gross negligence or unlawful intent on the part of the Supplier. In the event of inadequate advice and the like or breach of any secondary obligations, the Supplier shall only be liable to the Purchaser in the event of gross negligence or unlawful intent.

14. termination of the contract by the supplier

If unforeseen events occur which significantly change the economic significance or the content of the services or have a significant impact on the fulfillment of the contract by the supplier, or if the provision of the services subsequently proves to be impossible in whole or in part, the contract shall be adjusted accordingly. If this is not economically justifiable, the Supplier shall be entitled to terminate the contract or the affected parts of the contract. If the Supplier intends to terminate the contract, it must notify the Customer immediately after realizing the consequences of the event, even if an extension of the possible performance period was initially agreed. In the event of termination of the contract, the Supplier shall be entitled to remuneration for the services rendered. Claims for damages by the purchaser are excluded.

15. Place of jurisdiction and applicable law

15.1 The place of jurisdiction for the Purchaser and the Supplier shall be the Supplier´s registered office. However, the Supplier shall be entitled to sue the Customer at the latter´s registered office.

15.2 The legal relationship shall be governed by substantive Swiss law