AGB

GENERAL TERMS AND CONDITIONS

of SolOcean GmbH

1. Scope of application / contractual basis
1.1. The following General Terms and Conditions apply to all business relationships between SolOcean GmbH, FN 510865y, Vorarlberger Allee 38, 1230 Vienna (hereinafter referred to as “SolOcean”) and its contractual partners (hereinafter referred to as “customers”), notwithstanding any written agreements to the contrary. The version valid at the time the contract is concluded shall apply.
1.2. SolOcean offers its goods and other services (hereinafter referred to as “deliveries”) exclusively to companies within the meaning of the Austrian Commercial Code (“UGB”). These GTC therefore only apply to contractual relationships with entrepreneurs. These GTC do not apply to contractual relationships with consumers within the meaning of the Consumer Protection Act (“KSchG”).
1.3. The GTC become an integral part of SolOcean’s offers, the customer’s orders, SolOcean’s order confirmations and all contracts concluded by SolOcean with the customer. Any contractual conditions that contradict these GTC, in particular the general terms and conditions of the respective customer, are expressly excluded.
1.4. These GTC also apply to all future legal transactions without their validity having to be agreed in each individual case. SolOcean also reserves the right to amend these GTC at any time. The amended GTC will be published on the SolOcean website (www.solocean.energy) and apply to all contracts concluded from the date of their first publication.
1.5. In addition to the individual contractual provisions and these GTC, INCOTERMS 2020 apply to all business relationships between SolOcean and the customer; this applies inparticular to the interpretation of the agreed terms of delivery (see point 5. of these GTC). In the event that the INCOTERMS 2020 do not apply to these GTC contain contradictory provisions, the provisions contained in these GTC shall take precedence.

2. SolOcean Floater / Scope of services, Special warranty and liability provisions
2.1. SolOcean is the supplier of the SolOcean Floater (hereinafter: “Floater”), a floating, modular photovoltaic system that can be used in fresh and salt water as well as on land.
2.2. SolOcean does not offer any further or additional services. In particular, SolOcean does not undertake any maintenance work. The floater must be maintained by the customer/end customer at regular intervals in accordance with the instructions for use supplied. SolOcean accepts no liability for damage caused by inadequate, irregular or omitted maintenance.
2.3. The floater is supplied in individual parts, i.e. in an unassembled state. The erection (assembly), cabling, installation and commissioning of the floater must be carried out by the customer/end customer in accordance with the instructions for use supplied. Furthermore, the customer/end customer must make all connections (e.g. to inverters, power storage units or the local power grid). SolOcean accepts no liability for damage resulting from improper installation (assembly), cabling or installation or improper connection.
2.4. SolOcean assumes no guarantee or liability that the floater can or may be erected (assembled), wired, installed, connected and/or operated at the location intended by the customer/end customer. The customer/end customer is obliged to make, obtain or conclude and maintain all notifications, permits, approvals or agreements required for the erection (assembly), cabling, installation, connections and operation at its own expense and risk. Any plans, calculations, findings, certificates or otherdocuments required for thispurpose shall be procured by the customer/end customer at its own expense and risk. The customer/end customer must fulfill all official requirements at his own expense and risk and comply with all relevant statutory and official regulations, orders, decrees or requirements for the construction (assembly), cabling, installation, connections and operation. The customer must fully indemnify and hold SolOcean harmless in this respect.
2.5. SolOcean assumes no warranty or liability for defects or damage caused by force majeure on or by the floater. This also includesdamage caused by the impact of animals (from land, water or air) on the floater, for example by “stranded” marine animals or bird droppings. Liability for vandalism and theft is also excluded.
2.6. The floater is designed for (unbroken) waves with a height of up to three (3) meters. SolOcean accepts no liability for damage caused to or by the floater due to breaking waves or waves that exceed a height of three (3) meters.
2.7. The floater is designed for currents of up to five (5) meters per second. SolOcean accepts no liability for damage caused to or by the floater due to currents with a speed of more than five (5) meters per second.
2.8. In addition, we expressly refer to the general warranty provisions (point 7. of these GTC) and the general provisions on damages (point 8. of these GTC).

3. Offers / Orders / Conclusion of contract
3.1. Offers from SolOcean are subject to change and non-binding unless they are expressly designated as “binding”. SolOcean reserves the right to withdraw and/or amend its offers at any time – both in terms of content and price – and to submit the revised offer to the customer. Revised offers are also subject to change and non-binding unless they have been expressly designated as “binding”.
3.2. Customers can place orders with SolOcean by telephone or e-mail. SolOcean is not obliged to check customer orders for ambiguities, incompleteness or whether they are suitable for the customer’s intended use. Orders are binding on the customer for six (6) weeks. SolOcean reserves the right to reject customer orders without giving reasons.
3.3. A confirmation of receipt of the order issued by SolOcean does not constitute acceptance of the contract by SolOcean. The contract between SolOcean and the customer only comes into effect with the written order confirmation from SolOcean, but at the latest when SolOcean provides the service or issues the invoice.
3.4. The scope of SolOcean’s contractual obligations is based on the order confirmation. The customer is obliged to check the order confirmation and all contractual documents immediately for completeness, correctness and feasibility for the intended purpose. The order confirmation is deemed to have been approved by the customer unless the customer objects in writing within three (3) working days of receipt.
3.5. Verbal agreements, additions and amendments to the contract are invalid unless confirmed in writing by SolOcean.

4. Preise / Zahlungsbedingungen / Zahlungsverzug / Storno / Aufrechnung
4.1. The prices quoted by SolOcean are subject to change and are net prices excluding VAT, packaging, shipping, customs duties, insuranceandother additionalcosts(e.g. for certificatesof origin). SolOcean isentitled, butnotobliged, to takeoutinsurance against transport damage of any kind at the customer’s expense.
4.2. Unless otherwise agreed in writing, invoices are due for payment without deduction 21 days after the invoice date. Payment must be made to the SolOcean bank account stated on the invoice. Payment in a currency other than that stated on the invoice does not have the effect of discharging the debt.
4.3. If insolvency proceedings are opened against the customer or insolvency proceedings are not opened due to a lack of assets to cover costs, if execution proceedings are initiated against the customer, if there is a significant deterioration in the customer’s financial circumstances or if the customer is in default of payment to SolOcean, SolOcean is entitled to demand immediate payment of all outstanding invoices (in full), even if these are not yet due (in full). Any discounts, rebates and special conditions granted are deemed not to have been agreed in such cases. Furthermore, in such cases SolOcean is entitled to make further deliveries to the customer dependent on advance payment or adequate security.
4.4. In the event of a delay in payment for which the customer is responsible, the customer must pay interest on arrears in accordance with § 456 UGB. The customer also undertakes to indemnify and hold SolOcean harmless for all losses in connection with the collection of the claim, i.e. in particular to pay the dunning and collection expenses incurred (e.g. lawyers’ fees, costs of collection agencies, etc.). SolOcean reserves the right to make further and additional claims.
4.5. The customer is not entitled to cancel the order in whole or in part. If SolOcean accepts cancellation in individual cases, the customer undertakes to pay a lump-sum compensation amounting to 25% of the order total. SolOcean expressly reserves the right to claim higher damages.
4.6. The customer is not entitled to offset his own claims unless SolOcean agrees to such offsetting in writing in individual cases.

5. Place of performance / delivery / transfer of risk / impossibility of performance
5.1. Unless a different place of performance is agreed, SolOcean’s registered office with its business address at 1230 Vienna, Vorarlberger Allee 38, is deemed to be the place of performance.
5.2. SolOcean is entitled to make partial and collective deliveries and to invoice these.
5.3. Delivery is”ex works”(EXW INCOTERMS 2020) and alwaysat the customer’s expense and risk. SolOcean makes the deliveries available at a location to be specified by SolOcean. The customer is obliged to accept the deliveries at the specified location. The risk of accidental loss and accidental deterioration of the goods is transferred to the customer as soon as SolOcean has made the goods available at the agreed time and place.
5.4. The delivery periods stated by SolOcean are non-binding unless a binding delivery date (fixed date) is expressly agreed in writing. If delivery is delayed due to circumstances for which SolOcean is not responsible (e.g. force majeure, strikes, operational disruptions, delivery or transportation difficulties, reduction or loss of working hours, pandemics, official intervention, etc.), a reasonable extension of the delivery period is deemed to have been agreed.
5.5. SolOcean accepts no liability for delays in delivery caused through no fault of its own or by slight negligence. In such a case, the customer is not entitled to claim damages or to withdraw from the contract. If SolOcean is responsible for the delay indelivery at least through gross negligence, the customer is free to continue to demand fulfillment or to withdraw from the contract by setting a reasonable grace period of at least eight (8) weeks in writing. Withdrawal from the contract may only be declaredby the customer in respect of thedeliveriesaffectedby thedelay. Furthermore, withdrawal from the contract isonly legally effective if SolOcean culpably fails to meet the expressly set period of grace.
5.6. If the purchaser does not accept the goods provided in accordance with the contract at the contractually agreed place or at the contractually agreed time (“default of acceptance”), SolOcean can either demand fulfillment of the contract or withdraw from the contract by setting a written deadline of two (2) weeks. If the deliveries are lost by chance due to the customer’s default of acceptance, SolOcean is not obliged to make a replacement delivery and retains its full claim to payment of the purchase price.
5.7. If the deliveries owed by SolOcean become impossible in whole or in part for whatever reason, SolOcean is entitled to withdraw from the contract in whole or in part. In the event of withdrawal due to impossibility, the customer is not entitled to any claims for damages.

6. Retention of title
6.1. SolOcean retains title to the deliveries until full payment has been made by the customer.
6.2. As long as the retention of title exists, the customer is prohibited from pledging or assigning by way of security the deliveries to which the retention of title has been established (hereinafter referred to as “goods subject to retention of title”). However, the customer is entitled to resell the reserved goods in the ordinary course of business as long as he is not in arrears with his payments. All claims of the customer against third parties (e.g. the customer’s purchaser) arising from the resale or any other legal reason in respect of the reserved goods are deemed to be assigned to SolOcean by way of security upon conclusion of the contract up to the amount of SolOcean’s outstanding claims.
6.3. The customer is obliged to inform SolOcean immediately of any resale of the reserved goods and to provide SolOcean with all relevant informationabout theresale (inparticular about thepurchaser, thepurchaseprice, thedeliverydate, the location of the goods, etc.). The customer also undertakes to notify SolOcean of the assignment in accordance with point 6.2. to the third party (his buyer) on conclusion of the contract and to make a note of this in his books.
6.4. The customer is obliged to inform SolOcean immediately of access by third parties to the reserved goods (e.g. seizures, attachments, etc.). The customer must fully indemnify and hold SolOcean harmless in this respect.
6.5. In the event of default in payment or other behavior by the customer in breach of contract, SolOcean is entitled to demand the return of the reserved goods. In this case the customer is obliged to return the reserved goods to SolOcean at his own expense and risk at SolOcean’s first request. The taking back of the reserved goods by SolOcean does not in itself constitute a withdrawal from the contract.

7. Warranty
7.1. Unless special warranty periods have been agreed, SolOcean warrants for a period of 12 months from delivery that the deliveries have no defects as defined by § 922 ABGB (Austrian Civil Code). The warranty is limited to improvement or replacement of the delivery at SolOcean’s discretion.
7.2. It is the customer’s responsibility to check the deliveries for defects immediately upon receipt. The customer is obliged to notify SolOcean in writing and in detail of any defects found in the deliveries immediately, but in any case within five (5) working days of receipt of the deliveries. Hidden defects must be notified to SolOcean in writing and in detail within five (5) working days of discovery. The customer is not entitled to any claims under warranty and/or compensation (point 8. of these GTC).
7.3. The customer shall bear the burden of proof for all prerequisites of the asserted warranty claim, in particular for the defect itself, for the time of the existence of the defect (for the fact that the defect already existed at the time of handover) and for the timeliness of the notice of defect.
7.4. Information and statements about product characteristics on the SolOcean website, in catalogs, brochures, advertising material, product descriptions or price lists are non-binding. Unless they have been included in the written contract, no warranty claims can be derived from them. We reserve the right to make changes in design, form, equipment and color, provided that such changes in color do not exclude the intended use of the deliveries. Employees and sales representatives are not authorized to make promises.
7.5. The special warranty provisions and limitations in connection with the floater can be found in section 2. of these GTC.

8. Compensation / Limitation of liability
8.1. SolOcean’s liability is limited on the merits to such damage as can be proven to have been caused by SolOcean intentionally or through gross negligence. SolOcean’s liability for damage caused by slight negligence on the part of SolOcean is excluded, as is compensation for mere financial loss, indirect damage, consequential damage, damage due to loss of production, damage due to loss of data or information, loss of profit, financing costs, unrealized savings, loss of interest and damage arising from third-party claims against the customer.
8.2. SolOcean’s liability is also limited to the amount of the respective order value as per SolOcean’s order confirmation.
8.3. Claims for damages by the customer can only be asserted within six (6) months of becoming aware of the damage and the damaging party.
8.4. The above exclusions and limitations of liability also apply to damage caused by vicarious agents and/or persons for whom SolOcean is otherwise responsible.
8.5. The special liability provisions and limitations in connection with the floater can be found in section 2. of these GTC.

9. Protection of intellectual property
9.1. The intellectual property and all other rights of SolOcean to its deliveries and documents (including the associated plans, sketches, samples, instructions for use and/or other technical documents) remain entirely with SolOcean, irrespective of whether the customer has received documents from SolOcean or third parties or has downloaded them independently via the SolOcean website. Without SolOcean’s consent, the customer may neither edit or reproduce these nor pass them on to third parties or make them accessible to third parties.
9.2. If SolOceanprovides serviceson the basis of designdata, drawings, models or other specifications provided by the customer, the customer must indemnify and hold SolOcean fully harmless against claims by third parties in connection with the infringement of industrial property rights in these design data, drawings, models or other specifications.
9.3. SolOcean is the owner of numerous patents relating to the floater. These have been registered by SolOcean with both the Austrian Patent Office and the European Patent Office. The customer does not receive any rights to these patents. SolOcean remains the owner of these patents at all times.

10. Secrecy
10.1. The customer undertakes to maintain the confidentiality of any information that comes to his knowledge in connection with the order or delivery, unless it is generally known or has come to his knowledge in another lawful manner. He shall use any information that becomes known to him exclusively for the purpose of fulfilling the contract. The customer must protect this information from access by third parties and impose this confidentiality obligation on its employees, vicarious agents and subcontractors entrusted with this task. This confidentiality obligation shall also apply beyond the termination of the contract.

11. Assignment of rights and obligations / Joint and several liability / Exclusion of right of retention
11.1. Subject to any deviating provisions in the contracts, SolOcean is entitled to transfer rights and obligations arising from the contracts with the contractual partners to third parties with prior written notification. However, the customer is not entitled to transfer the rights and obligations arising from contracts with SolOcean to third parties without SolOcean’s prior written consent.
11.2. Several customers (clients) are jointly and severally liable to SolOcean, irrespective of to whom the delivery is made or the invoice is issued.
11.3. The customer’s rights of retention and rights to refuse performance are excluded.

12. Final provisions / place of jurisdiction and choice of law / relationship between German and English version of the GTC
12.1. Amendments to the contracts between SolOcean and the customer and amendments to these GTC must always be made in writing; the same applies to any waiver of this written form requirement. Verbal commitments of any kind only become effective upon written confirmation by SolOcean.
12.2. All contracts concluded with SolOcean and all non-contractual obligations arising from or in connection with these contracts, aswell asthese GTC, are governedby Austrian substantivelaw to the exclusionof theconflict of law rulesof private international law, insofar as this is legally permissible. The UN Convention on Contracts for the International Sale of Goods shall not apply.
12.3. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationshipbetween SolOcean and the customer is Vienna. SolOcean is also entitled to assert claims against customers domiciled in the Federal Republic of Germany at the optional place of jurisdiction of Munich, Germany.
12.4. If individual provisions of the contract between SolOcean and the customer or individual provisions of these GTC are or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.
12.5. Only the German version of these GTC is legally binding. The English version is provided by SolOcean for information purposes only. Should there be any discrepancies between the German and English versions of the GTC, the provisions of the German version shall take precedence.

SolOcean GmbH
Stand: May 2024