General Terms and Conditions of RECASE Regenerative Energien GmbH

§ 1 General

1.1 All legal transactions with RECASE Regenerative Energien GmbH (RECASE) are governed exclusively by these terms and conditions. Our General Terms and Conditions also apply to all future business relationships with customers, even if they are not expressly agreed again. The validity of other terms and conditions - in particular those of the contractual partner - as well as any fictitious agreements are hereby rejected.

1.2 Within the scope of these General Terms and Conditions, the term "product" refers to all services (e.g. delivery of documents, specifications, etc.) provided by RECASE.

§ 2 Offer and conclusion of contract

2.1 Unless otherwise stated, RECASE's offers are subject to change and non-binding with regard to all data provided. Order confirmations and all orders only become legally effective upon written, telex or e-mail confirmation by RECASE. All information such as drawings, illustrations, dimensions, weights and other data as well as information in leaflets and brochures are only binding if this is expressly agreed in writing.

2.2 Agreements must always be made in writing, unless the parties use an identical document when concluding the contract by e-mail, which they each provide with a qualified electronic signature.

2.3 In the case of non-taxable sales, the customer's VAT ID (international:VAT No.) must be stated.

§ 3 Scope of services

3.1 RECASE shall provide its services in accordance with the recognised state of the art, the principles of economic efficiency and the written terms of reference.

3.2 RECASE is authorised to render and invoice partial services.

3.3 In the event that RECASE proposes additional third-party services, a contractual agreement is concluded exclusively between the customer and the third party. The procurement of such services is a non-binding recommendation.

3.4 The work by RECASE is usually carried out in RECASE's own offices and is performed at the Customer's premises to the extent necessary for its proper execution. Travelling times for the outward and return journey are part of the working time, unless otherwise contractually agreed.

3.5 The hiring out of employees by RECASE to the customer is generally excluded.

§ 4 Obligations of the client to co-operate

4.1 The customer is obliged to support RECASE in the fulfilment of its services to the necessary extent and in particular to provide RECASE with the necessary information and documents. RECASE assumes no liability for errors that are based on the incorrect or incomplete presentation of the facts and/or incorrect or missing information/documents on the part of the customer.

4.2 The Customer is obliged to notify RECASE immediately in writing, by telex or by e-mail of all circumstances relevant to the fulfilment of the contract and to provide RECASE with the requested information and agreed personnel and material resources. In the event of breaches of this agreement and delays in performance, RECASE is entitled to cancel or terminate the contract after notification and setting a reasonable deadline and to claim the damages it has incurred (e.g. loss of profit, wasted working time).

4.3 The Customer is aware that RECASE has no right to issue instructions to the Customer's employees. The Customer shall therefore be responsible for the implementation of the measures proposed by RECASE. Furthermore, the Principal shall ensure that its employees support RECASE in the provision of its services, where necessary.

4.4 The cooperation activities of the client are free of charge for the engineering office RECASE.

§ 5 Amendment and cancellation of the contractual conditions

5.1 Both parties may terminate the contract for good cause. An important reason for cancellation for RECASE exists in particular if the customer does not meet his payment obligations.

5.2 In the event of a delay in performance by RECASE, the Customer may only withdraw from the contract after setting a reasonable grace period. RECASE must be informed in writing by the Customer of the grace period set.

5.3 If the Customer wishes to change its requirements with an impact on the scope of delivery and services, RECASE's consent is mandatory. If the realisation of a change request has an effect on the contract, RECASE can demand an appropriate adjustment of the contract, e.g. an increase in remuneration and/or the postponement of deadlines.

5.4 Any cancellation of the contractual conditions must be made in writing.

§ 6 Delivery and acceptance

6.1 RECASE shall provide the Customer with the manufactured objects of performance in written or electronic (e.g. files) form.

6.2 The Customer shall check the contractual conformity of the delivery, in particular all objects of performance including documentation in every respect. Obvious contradictions to the agreed delivery (e.g. obvious defects or incorrect deliveries) must be reported to RECASE by the Customer within 1 week in writing or by e-mail. Furthermore, the objects of performance shall be deemed accepted as soon as the inspection period has elapsed.

6.3 Unless otherwise agreed, there is no delivery and the place of delivery is collection in Busdorf.

6.4 The client is obliged to accept the delivery item manufactured in accordance with the contract. Acceptance cannot be refused due to insignificant defects. The delivery item is also deemed to have been accepted if RECASE has set the Customer a reasonable deadline for acceptance and the Customer has not refused acceptance within this deadline, stating at least one not insignificant defect.

§ 7 Terms and Conditions of Purchase

The following conditions apply in addition to existing order agreements:

7.1 A delivery is only considered complete when the goods have been accepted by RECASE. Acceptance takes place by signing the delivery note after the incoming goods inspection has been carried out.

7.2 Forwarding deliveries are only permitted on working days (Monday to Friday) between 8:00 and 16:00. The supplier is obliged to announce the delivery at least one working day in advance.

7.3 RECASE is authorised to carry out quality audits at the supplier's premises after prior notice of at least 10 working days. The supplier shall provide RECASE with appropriate support.

7.4 The supplier is liable for damages incurred by RECASE due to a delay in delivery for which he is responsible. The supplier is obliged to inform RECASE immediately in writing as soon as circumstances occur or become recognisable that could jeopardise timely delivery.

7.5 Invoices are to be sent exclusively to RECASE's invoice address entered in the commercial register. The agreed payment period only begins with the receipt of a properly issued invoice that fulfils the requirements of the § 14 UStG corresponds.

§ 8 Remuneration, payment, due dates

8.1 The claim for payment on the part of RECASE against the Customer is due upon acceptance of the delivery item. RECASE will issue an invoice addressed to the Customer. The invoice amount is to be paid by the Customer without deduction within 14 days of the invoice date by bank transfer to the business account specified in the invoice, unless otherwise agreed. In the case of agreed partial deliveries, RECASE is also authorised to issue partial invoices and a final invoice.

8.2 Value added tax is not included in the stated remuneration; this will be shown separately in the invoices of the RECASE engineering office at the current statutory rate and added to the invoice amount. If the customer claims that the service is not subject to German VAT, he must provide evidence of his status as an entrepreneur and, if he is resident in the EU, provide his VAT identification number. If a legal examination subsequently reveals that VAT should actually have been shown, RECASE is entitled to make a subsequent invoice correction.

8.3 All support services (e.g. deployment preparation, consulting, installation and demonstration, instruction or training) shall be remunerated separately and on a time and material basis, unless otherwise agreed. Hourly rates, travelling expenses and ancillary costs are based on the respective offer submitted by RECASE, unless otherwise agreed.

8.4 Costs for travel to the Customer deemed necessary by RECASE as well as additional costs for services that RECASE provides outside normal working hours (Mon-Fri: 8.00 a.m. to 6.00 p.m.) as agreed will be invoiced separately in accordance with RECASE's applicable rates.

8.5 Should the calculation bases relevant for pricing change, RECASE is entitled to adjust the remuneration accordingly, provided that a period of more than four months elapses between the conclusion of the contract and the provision of the service.

8.6 If the customer defaults on payment of the remuneration, RECASE may withdraw from the contract after setting a reasonable grace period and demand the statutory default interest. The right to compensation remains unaffected by this.

8.7 The Customer is not entitled to reduce RECASE's claims by counterclaims, unless these have been recognised in writing by RECASE or have been legally established. This also applies to the assertion of a right of retention.

8.8 The Customer is not authorised to assign claims arising from this contract to third parties without the consent of RECASE. The same applies to the transfer of the entire contract.

8.9 The client's right to use the products and services shall be suspended if the client is in default of payment.

8.10 Purely editorial changes to the invoice requested by the client do not affect the payment term.

§ 9 Warranty

9.1 If the object of performance is demonstrably defective or lacks contractually warranted characteristics, RECASE shall, at its discretion and to the exclusion of further warranty claims, deliver a replacement or repair it free of charge.

9.2 The prerequisite for all claims against RECASE is that the defect can be reproduced or demonstrated on the basis of handwritten or mechanically recorded information.

9.3 If a defect is obviously recognisable at the time of transfer of risk, or if there is even an incorrect delivery, the customer, if he is an entrepreneur, has the obligation to notify RECASE of the obvious defect or incorrect delivery immediately, at the latest within 1 week, in writing or by e-mail. A defect is obvious if it is immediately recognisable to the naked eye, even to a layperson, without further examination. The same applies accordingly if a defect becomes obvious at a later point in time. If a customer fails to report a defect in the work in the knowledge that it is defective, the work shall be deemed to have been approved by the customer.

9.4 The Customer reserves the right to rescind the contract/cancellation or reduction of the remuneration/reduction if RECASE allows a reasonable grace period set in writing to expire without providing a replacement or repairing the object of performance.

9.5 In the case of hardware or material supplies purchased by RECASE as an end product and used in the context of the order, the warranty conditions of the respective supplier of this hardware or material apply.

§ 10 Liability

10.1 If RECASE is liable under the statutory provisions in accordance with these Terms and Conditions for damage to the customer's legal interests caused by slight negligence, its liability shall be limited. Liability exists only in the event of a breach of material contractual obligations (so-called cardinal obligations) and is limited to the typical damage foreseeable at the time of conclusion of the contract. This limitation shall not apply in the event of injury to life, limb or health. Insofar as the damage is covered by an insurance policy taken out by the customer for the claim in question (with the exception of sum insured), RECASE shall only be liable for any disadvantages suffered by the customer in connection with the claim, e.g. higher insurance premiums or interest disadvantages until the claim is settled by the insurance company.

10.2 Irrespective of any fault on the part of RECASE, any liability on the part of RECASE for fraudulent concealment of a defect and under the Product Liability Act remains unaffected.

10.3 The personal liability of RECASE's legal representatives, vicarious agents and employees for damages caused by slight negligence is excluded.

10.4 RECASE's liability is limited to the total amount of up to EUR 3,000,000 for personal injury, property damage and financial loss within the scope of the standard professional liability insurance taken out.

10.5 Claims for damages shall lapse after 2 years. The limitation period shall commence upon provision of the service to the client.

10.6 Insofar as RECASE arranges the procurement of services, materials and/or items, any liability and/or warranty claims exist exclusively against the contractual partner proposed by RECASE.

§ 11 Cancellation

11.1 The contract can be cancelled with due notice subject to the agreed notice period.

11.2 Furthermore, RECASE has good cause for cancellation if the customer suspends payments, applies for the opening of bankruptcy or composition proceedings against its assets and is not rejected at short notice for other reasons due to lack of assets or if it falls into financial collapse.

11.3 Any cancellation must be made in writing.

§ 12 Rights of use

12.1 The client shall receive a non-transferable right to use the delivered products and services and the corresponding know-how for the contractually agreed purpose and the contractually agreed duration.

12.2 All other rights of use remain with RECASE. RECASE is also entitled to utilise the products and services in other ways, unless this has been contractually excluded in writing.

§ 13 Copyrights

13.1 RECASE retains the copyright to the services it provides, insofar as they are copyrightable.

13.2 In this respect, the client may only use the products created as part of the service provision, including the derived sub-products and the associated documents, for the purpose for which they are intended in accordance with the agreement.

13.3 Any further transfer of the products and documents to third parties or any other type of use is only permitted with the written authorisation of RECASE.

13.4 Publication in any form of services rendered requires the consent of RECASE in all cases. Reproduction of documents is only permitted within the scope of the intended use of the documents.

§ 14 Confidentiality

14.1 All information and documents made available to RECASE in connection with the order must be treated as strictly confidential, even after the order has been completed, and even if the order is not executed.

14.2 However, RECASE is authorised to publish the service provided together with the name of the Customer in RECASE's own reference list, unless otherwise contractually agreed or if this is in contradiction to 13.1.

14.3 The duty of confidentiality covers all facts that are not in the public domain.

§ 15 Final provision

15.1 The law of the Federal Republic of Germany applies exclusively to contracts between the customer and RECASE.

15.2 The place of jurisdiction is exclusively the place of jurisdiction of RECASE.

15.3 Amendments and supplements to these terms and conditions must be made in writing and must be expressly labelled as such; this also applies to the cancellation of the written form requirement.

15.4 If provisions of these General Terms and Conditions are or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provisions with valid ones without delay.