General Terms and Conditions (GTC)

Version: 2 August 2024

I. General

1. These General Terms and Conditions (GTC) govern the conclusion, content, and execution of all contracts between NRG Solutions AG and customers, including purchase contracts, service and maintenance contracts, and consulting services. They also apply to contracts concluded via the company's web shop at www.nrg-solutions.ch/shop.
2. Acceptance by the customer occurs upon ordering. The customer's purchasing conditions are only binding if the company expressly acknowledges them in writing and signed.
3. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) is expressly excluded.

II. Contract Conclusion and Scope of Delivery Obligation

1. Offers from the company without a specified validity period are non-binding. Orders are only considered accepted upon written confirmation from the company, which establishes the final contract content.
2. Accompanying materials such as images, drawings, dimensions, and weight specifications serve only as approximate reference values.
3. Product descriptions in offers and order confirmations constitute comprehensive and final specifications. Public statements by manufacturers or third parties do not supplement these descriptions.
4. Additional services such as construction work, storage, maintenance, cleaning, dismantling, inspection services, and disposal fees are not included and require separate agreements.
5. Customer orders are binding. Acceptance requires written form (email).
6. Web shop contracts are concluded upon the company's email confirmation of the customer's order.
7. If the confirmation differs from the order, the content of the confirmation applies unless the customer objects within 24 hours.
8. Changes to confirmed orders require written confirmation from the company to be effective.

III. Tender Documents

1. The company retains ownership and copyright of its plans, drawings, images, calculations, and developed software, as well as all electronic communications thereof. These must be kept confidential and may not be disclosed to third parties without prior written consent.
2. This confidentiality obligation applies regardless of whether the materials were expressly marked as confidential.
3. Exceptions to confidentiality exist when information: was already known to the customer without confidentiality obligations; was received from third parties without breach; was already publicly known; or is legally required. In the latter case, the customer must immediately inform the company of such obligation.

IV. Prices

1. List prices and unspecified offer prices are non-binding. Prices in order confirmations apply, subject to the following provisions.
2. Prices are subject to possible inflation (e.g., due to supply chain issues, supplier price increases, or other extraordinary circumstances). Inflation costs are borne by the customer.
3. Prices include packaging (excluding EPAL pallets) but not transport, vRG and INOBatt fees, and insurance, unless otherwise agreed in writing.
4. All prices are net, without discount, in the specified currency (CHF, EUR, USD). Taxes and duties are borne by the customer.
5. Price changes without prior notice are reserved. Corrections for errors on invoices and documents are reserved.

V. Payment Terms and Default

1. The company may require ongoing installment and advance payments. These are generally specified in order confirmations and become due on the stated invoice dates.
2. Invoices are payable according to the terms on the order confirmation unless other written agreements apply. Payment deadlines are considered due dates.
3. Upon expiration of the deadline, the customer automatically falls into default and owes five percent default interest per annum plus all collection costs.
4. Payment by bill of exchange is not permitted.
5. Upon determination of creditworthiness concerns, all customer obligations become immediately due.
6. In case of payment default, the company may suspend all services without compensation or continue only against advance payment or security. The company may reclaim delivered goods at the customer's expense. Further statutory company rights remain unaffected.
7. In case of customer default, the company may withdraw from the contract with 10 days' notice and without compensation. All company services rendered up to that point must be paid in full. The customer bears default-related costs.
8. Set-off is only permissible with acknowledged or legally established counterclaims. The customer's rights of retention for unacknowledged claims are excluded.

VI. Retention of Title and Advance Assignment

9. Goods remain the property of the company until full payment of the purchase price. The customer undertakes to make the required entry in the retention of title register and to provide the requested information.
10. Resellers may sell reserved goods in the normal course of business under their own name. The reseller hereby assigns claims from resales to the company. The claims include the invoice value of the goods upon resale or processing. The assignment only remains effective as long as the reseller meets their payment obligations. The reseller must reserve ownership against their buyers until full payment.
11. The customer may not pledge or transfer reserved goods as security. The customer must immediately report third-party access attempts. The customer bears all costs for defending against third-party claims unless third parties pay.

VII. Place of Performance, Delivery Deadlines, Risk Transfer

1. Unless otherwise agreed, the place of performance is the location where consultation, delivery, or installation takes place.
2. Delivery or shipment is DAP (according to Incoterms 2020). The company determines shipping method, carrier, route, packaging, and insurance. Other agreements in order confirmations apply. Shipping preferences must be communicated with orders.
3. For customer pickup from the company's warehouse, EXW Incoterms 2020 applies.
4. Risk transfer occurs according to Incoterms 2020.
5. For EXW shipments without specified delivery dates, goods must be collected immediately. In case of non-collection, the company may ship or store at the customer's cost and risk and charge storage fees - CHF 0.60/kg/day from the 10th day per commenced week.
6. If the company is hindered by force majeure such as war, unrest, fire, flood, epidemic/pandemic, official measures, strikes, or unforeseen events in operations or at suppliers, delivery deadlines are extended accordingly. If such events make delivery impossible or unreasonable, the company may withdraw in whole or in part without compensation.
7. The company's delivery deadlines depend on timely delivery by suppliers. The company is not liable for delivery delays by suppliers. In case of delay, the customer must set reasonable written grace periods. Stated delivery dates are not fixed dates unless expressly agreed.
8. The company's delivery deadlines depend on timely delivery by carriers. The company assumes no liability for additional costs or damages due to carrier delays.
9. Without fixed delivery dates, the company reserves the right to partial deliveries and partial services unless these are obviously unsuitable for the customer.

VIII. Call-Off Orders/Contracts and Acceptance Default

1. Call-off orders must be fully accepted within three months or as agreed. Quantities not accepted after this period will be delivered and invoiced after notification or disposed of at the customer's expense.
2. From the second week after deadline expiration for goods not accepted, the company charges storage and financing costs of CHF 0.60/kg/day per commenced day for solar components, corresponding to typical liquidity and space requirements.
3. In case of acceptance default, the risk of accidental deterioration or accidental loss transfers to the customer. Further contractual and statutory rights remain reserved.

IX. Returns

1. Returns require customer notification and written approval from the company. The company freely decides on acceptance or rejection without stating reasons.
2. Returns are only possible with corresponding contract documents.
3. Returns are charged a CHF 95 processing fee. The customer bears transport, packaging, and insurance costs. The customer retains risk until the return arrives at the company.
4. Returns must be in original packaging, complete units, and ready for transport.
5. Unannounced, unapproved returns will be returned at the customer's expense. The customer retains risk for such returns.

X. Inspection / Warranty / Liability / Guarantee

1. Customers must inspect products immediately upon receipt. Before signing delivery documents, goods must be checked for visible damage. Damage reservations must be noted on delivery documents. Incomplete or damaged deliveries must be reported immediately in writing to services@nrg-solutions.ch. If the customer fails to perform these inspections or reports, liability for damage transfers to them.
2. Claims for non-visible defects must be made within 5 business days of receipt.
3. Warranty expires a maximum of 2 years after shipment or work delivery. Hidden defects must be reported within 5 business days of discovery. Late reports result in loss of all warranty rights.
4. Incorrectly delivered goods require careful handling, preservation of original packaging, and damage prevention. Damaged goods make the customer liable. The customer must report incorrect deliveries immediately.
5. If the customer prevents damage inspection by the company or fails to provide complained items for inspection, the company may refuse warranty until investigation. This exception does not apply if the customer could not prevent the investigation hindrance.
6. For false defect claims, the company is entitled to cost reimbursement of at least CHF 50, unless the customer proves lower costs.
7. Declassified materials sold as defective exclude all repair and warranty claims for noted and typical defects.
8. For timely, justified defect claims, the company repairs at its discretion or delivers replacement goods, including similar products. The customer receives withdrawal rights only if company-acknowledged defects are not remedied within set reasonable deadlines through company fault. For acknowledged quantity shortfalls, the company may supplement delivery or credit. Further warranty rights are excluded.
9. The company's liability to customers is excluded to the extent legally permissible, particularly for indirect, incidental, or consequential damages including lost profits, unrealized savings, production losses, repair costs, reputation damage, liability damages, legal costs, third-party damages, etc.
10. Location data provided by the customer serves as reference values for planning. Customers must report special structural and site-specific requirements in time. Customers independently verify technical feasibility on site.
11. Without limiting the above liability exclusions, the following are excluded from warranty and liability: natural wear, damage from improper handling, excessive use, unsuitable equipment, non-compliance with instructions, erosion, corrosion, cavitation damage, loss and damage from force majeure such as war, unrest, fire, flood, epidemic/pandemic, strikes, official measures, transport delays, and unavailability of labor/material. The same applies to damage by the customer or unauthorized third-party repairs.
12. Without limiting liability exclusions, the company and its representatives are not liable for damages from contract breach, consulting errors, tort, negligent performance disruption, or other legal grounds, particularly for non-product damages.
13. The company delivers products with manufacturer warranty exclusions and transfers manufacturer rights to customers. Manufacturer warranty claims must be made by customers to manufacturers in a timely manner. The company does not make reports and assumes no liability for late damage reports. Manufacturer warranties apply according to manufacturer terms during their validity. Manufacturers decide on the validity of warranty cases and grant appropriate remedies. The company does not provide manufacturer warranties. Where products refer to manufacturer warranties, company warranty and liability are excluded within the warranty scope.

XI. Auxiliary Persons

1. The company may use auxiliary persons at its discretion to fulfill the contract.
2. The company rejects any liability for activities of auxiliary persons, except for proper selection and instruction.

XII. Data Protection

1. The company complies with applicable data protection regulations. Order inquiries allow the company to collect customer names and addresses. Data processing is exclusively for order fulfillment. Monitoring solution subscribers grant administrators data access. Portal provision includes data transmission to third parties. Otherwise, no data access by third parties occurs. Data protection inquiries to info@nrg-solutions.ch.
2. Without contrary written notification from the customer, the company may distribute installation photos for reference purposes, ensuring no identifiable persons, license plates, house numbers, or labels appear. Affected persons may prohibit reference use in writing at any time. After publication on the website, removal occurs promptly; however, internet-wide persistence cannot be guaranteed.

XIII. Final Provisions

1. Contract disputes are subject to the jurisdiction at the company's headquarters.
2. Legal relationships between customer and company are governed exclusively by Swiss law, excluding international sales law (particularly CISG).
3. The parties attempt to settle disputes amicably according to contract provisions and documents.
4. Invalid provisions do not affect the overall validity of the GTC. The parties replace invalid provisions with valid equivalents that correspond to the economic intent. The same applies to contract gaps.
5. The contract language is German. If the parties use other languages, the German wording applies.
6. These GTC are valid from July 1, 2024 and replace all previous versions.