Terms and Conditions

General Terms and Conditions of Business and Delivery for the Sale and Installation of Installation of Products of ELMI POWER Deutschland GmbH – B2B

A. General Terms and Conditions of Business and Delivery for the Sale of Products

1. Scope of application

1.1. These General Terms and Conditions of Business and Delivery apply to entrepreneurs exercising their commercial or independent professional activity and legal entities under public law for the entire business relationship between ELMI Power GmbH, Marie-Curie-Str. 2, 61194 Niddatal (hereinafter referred to as ” ELMI POWER“) and the customer (hereinafter referred to as the “Customer“). They apply to sales of wallboxes, home storage systems and photovoltaic systems (hereinafter referred to as ” product“) This also applies to future transactions, even if no express reference is made to the General Terms and Conditions of Business and Delivery.

1.2. General terms and conditions of the customer are not valid within the scope of this business relationship and are hereby mutually waived. In this respect, contractual performance on the part of ELMI POWER shall not be deemed to constitute consent to contractual conditions deviating from these terms and conditions. By executing the order, the customer recognizes these General Terms and Conditions of Business and Delivery as legally binding.

2. Subject matter of the contract for the sale

2.1. ELMI POWER offers its customers in the electromobility sector complete solutions from a single source. In addition to the sale of products, this also includes the assembly and installation of the products (regulated in section B).

3. Conclusion of contract

3.1. The contract is concluded either with the timely acceptance of an offer from ELMI POWER by the customer or with the customer’s order and subsequent acceptance by ELMI POWER. ELMI POWER shall declare its acceptance or rejection of the order within two (2) weeks of receipt of the order at the latest.

4. Scope of the service, cooperation of the customer

4.1. Unless otherwise agreed, the product shall be delivered ex works to the specified delivery address. As soon as the product is made available to the customer at a named location on ELMI POWER’s factory premises, the risk of accidental loss and accidental deterioration of the ordered product shall pass to the customer (INCOTERMS 2020 EXW = Ex Works); this also applies to partial deliveries. The customer is obliged to accept the products provided by ELMI POWER at the time the products are made available to the customer, otherwise the customer is in default of acceptance.

4.2. If the customer is in default of acceptance or violates other obligations to cooperate in acceptance, ELMI POWER may demand compensation for the damage incurred, including any additional expenses. The risk of accidental loss or accidental deterioration of the products shall pass to the customer at the latest at the point in time at which the customer defaults on acceptance.

4.3. If the customer does not accept the delivered product and is therefore in default of acceptance, ELMI POWER is entitled to withdraw from the contract or to claim damages for non-performance after a grace period of 14 days has expired.

4.4. Deliveries are always divisible. Partial acceptances and partial invoices are permissible for partial deliveries.

5. Dates and deadlines

5.1. The performance period for the delivery of the products begins with the conclusion of the contract or the dispatch of the order confirmation by ELMI POWER, but not before the complete provision of the necessary documents, approvals and releases requested by the customer from ELMI POWER with all components, such as plans and the clarification of all technical questions as well as the receipt of an agreed down payment. Insofar as ELMI POWER is to obtain the necessary documents, approvals and releases with all components for the customer, the aforementioned shall apply accordingly.

5.2. In the event of an agreed delivery date, the delivery date shall be postponed appropriately if (i) the customer or ELMI POWER has not provided the documents, approvals and releases to be procured by the customer or ELMI POWER in accordance with Section 5.1 by 30 days before this delivery date at the latest or (ii) not all technical questions have been fully clarified or (iii) an agreed down payment has not been received in full by ELMI POWER.

5.3. The performance deadline for the delivery is met if the products have been made available to the customer for collection at ELMI POWER’s premises by the end of the delivery period. Compliance with the delivery time is subject to proper, in particular timely quantitative and qualitative self-delivery to ELMI POWER by the manufacturer or its suppliers. ELMI POWER is entitled to withdraw from the contract in the event of improper self-delivery. ELMI POWER shall inform the customer immediately if ELMI POWER exercises its right to withdraw from the contract and shall refund any advance payments made by the customer.

5.4. In the event of a delay in delivery, the customer is entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period set by ELMI POWER after the delay in delivery has occurred.

5.5. ELMI POWER shall not be liable for delays in delivery due to force majeure or other causes for which ELMI POWER is not responsible.

6. Prices, terms of payment and default of payment

6.1. Unless otherwise agreed in the order, the prices stated in the offer or in the order form are in EUR and include the currently applicable statutory VAT. Prices are subject to change, in particular in the event of errors or due to changes in statutory or official regulations.

6.2. All products that are not expressly listed in the offer are not included in this price and the price offered by ELMI POWER. Transportation and installation costs are not included in the price.

7. Offsetting and right of retention

7.1. Offsetting against ELMI POWER’s claims with counterclaims of any kind is only possible with undisputed or legally established counterclaims.

7.2. The customer may only assert a right of retention if his counterclaim is based on the same contractual relationship.

8. Force majeure

8.1. If ELMI POWER is prevented by force majeure from fulfilling its contractual obligations, in particular from delivering the products, ELMI POWER is entitled to postpone delivery for the duration of the hindrance. Cases of force majeure include, for example, warlike events, natural disasters, fire, official measures and prohibitions, transport and customs clearance delays, energy and raw material shortages, pandemics, epidemics, etc. Such circumstances shall also be considered force majeure if they occur at suppliers.

8.2. If such a force majeure event occurs, the contractually agreed deadline for the fulfillment of ELMI POWER’s obligations shall be extended by the duration of the force majeure event plus a reasonable period of time for the resumption of production, without the customer being obliged to pay compensation. This also applies in the event that a subcontractor of ELMI POWER invokes a circumstance of force majeure.

8.3. If a force majeure event prevents the remaining fulfillment of the contract in essential parts and the event lasts longer than 3 months, both contracting parties are entitled to withdraw from the contract. In this case, ELMI POWER must be paid in full for all services rendered up to that point and ELMI POWER must be released from the remaining obligations.

9. Warranty/complaints/defect claims

9.1. The statutory provisions shall apply to material defects and defects of title with the following special features.

9.2. With regard to all deliveries and services of ELMI POWER, the customer assumes the obligation to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Obvious, i.e. in particular visible defects in the delivered products, including transport damage, must be reported by the customer to ELMI POWER in writing immediately upon delivery, but no later than 14 days after receipt, with a precise description. Hidden defects must be reported in writing immediately after their discovery. If this deadline is not met, warranty rights due to obvious defects are excluded.

9.3. With regard to all other defects, the limitation period (warranty period) is 12 months. The limitation period begins with delivery (transfer of risk).

9.4. Warranty claims only exist if the proper use of the products is hindered by a defect and the defect was reported to ELMI POWER in writing immediately after its occurrence or discovery, but in any case within the warranty period. If the products have been tampered with without ELMI POWER’s consent, all warranty claims shall lapse. Any warranty is excluded for defects or damage due to improper operation and for wearing parts. The customer’s claims for defects also presuppose that the specifications, instructions, guidelines and conditions in the technical information, assembly, operating instructions, operating manuals and other documents for the individual products are observed during the planning, construction, assembly, connection, installation, commissioning, operation and maintenance of the products and that only recommended components are used.

9.5. ELMI POWER does not guarantee any specific product

ELMI POWER is only liable for defects in the products themselves. ELMI POWER is only liable for defects in the products themselves. In particular, the customer shall only be entitled to claims for damages due to any consequential damage caused by a defect if an expressly warranted characteristic is not present and the warranty was intended to exclude the risk of consequential damage caused by a defect. Any further claims of the customer – irrespective of the legal grounds – are excluded.

10. Liability ELMI POWER

10.1. ELMI POWER shall be liable without limitation for damages arising from the breach of a guarantee or from injury to life, limb or health in accordance with the statutory provisions. The same applies to intent and gross negligence or insofar as ELMI POWER has expressly assumed a guarantee for the quality of the products or the procurement risk for products. ELMI POWER is liable for other damages resulting from slight negligence.

POWER shall only be liable in the event of a breach of material contractual obligations arising from the nature of the contract and which are of particular importance for achieving the purpose of the contract. In the event of a breach of such obligations, as well as in the event of default and impossibility, ELMI POWER’s liability is limited to such damages as are typically to be expected within the scope of this contract. ELMI POWER’s mandatory statutory liability in the event of delay, insofar as a delivery date has been bindingly fixed, and for product defects, in particular under the Product Liability Act, remains unaffected.

10.2. Insofar as ELMI POWER’s liability is excluded or limited, this also applies to the personal liability of ELMI POWER’s employees, workers, staff, representatives and vicarious agents.

11. Involvement of third parties

ELMI POWER is entitled to engage third parties to fulfill its obligations arising from this agreement. ELMI POWER may require the customer to carry out certain processing steps directly with them in whole or in part. Without the express written consent of ELMI POWER, the customer is not entitled to engage third parties to fulfill its obligations under this agreement. However, ELMI POWER will only refuse consent for good cause.

12. Final provisions

12.1. All differences of opinion and legal disputes arising in connection with the business relationship shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

12.2. Unless excluded by law, the statutory provisions applicable between entrepreneurs shall apply.

12.3. For any disputes, the local jurisdiction of the competent court at the registered office of ELMI POWER is deemed to be agreed.

12.4. The transfer of rights and obligations of ELMI POWER to third parties is possible without the customer’s consent.

12.5. If individual provisions of these General Terms and Conditions of Business and Delivery and/or the contract supplemented by them are or become invalid, this shall not affect the validity of the other provisions and the contract and these General Terms and Conditions of Business and Delivery shall otherwise remain valid for both parties. The parties are obliged to agree a new provision taking into account the

interests of both parties which comes closest to the purpose pursued by the invalid provision.

12.6. Amendments and supplements to the terms and conditions based

Contracts concluded under these General Terms and Conditions of Business and Delivery must be in writing to be legally effective; the same applies to any waiver of this formal requirement. Verbal collateral agreements shall have no legal effect.

B Extended terms and conditions for the assembly and installation of the products sold

1. Scope of application for assembly and installation

These extended terms and conditions in accordance with Section B. of these General Terms and Conditions shall apply to the assembly and installation (hereinafter also referred to as “contractual service“) in addition to the conditions for the sale of the products in accordance with Section A. of these General Terms and Conditions.

2. Scope of services, cooperation of the customer

2.1. The scope of the contractual service is determined by ELMI POWER’s offer or order confirmation. Changes to the scope of services by the customer require the written confirmation of ELMI POWER to be effective.

2.2. ELMI POWER is not responsible for checking the rights to the property intended for the contractual service. The customer is responsible for obtaining any necessary permits. ELMI POWER can optionally, by order of the customer, take over the obtaining of necessary permits for the customer, without ELMI POWER being responsible for the success of the granting of the permit.

2.3. The customer shall enable ELMI POWER or a third party commissioned by ELMI POWER to inspect the site where the assembly or installation work is to be carried out. For this purpose, ELMI POWER or a third party commissioned by ELMI POWER shall arrange an inspection date with the customer.

2.4. The customer is responsible for providing a grid connection for the assembly or installation of the products, for registering the product with the responsible grid operator or for obtaining approval from the responsible grid operator. ELMI POWER can optionally take over the obtaining of the necessary permits from the grid operator for the customer, without ELMI POWER being responsible for the success of the granting of the permit.

2.5. After commissioning the products, the customer becomes the operator of the product. The customer is responsible for fulfilling all operator obligations.

2.6 The customer is expressly advised that for safety reasons it may be necessary for ELMI POWER to carry out work in connection with the products without voltage. This may result in short-term interruptions to the power supply.

3. Acceptance

3.1. The customer is obliged to accept the services provided by ELMI POWER, otherwise the customer is in default of acceptance.

3.2. If the customer is in default of acceptance or violates other obligations to cooperate in the assembly or installation of the products, ELMI POWER is entitled, after the fruitless expiry of a reasonable period set by ELMI POWER, to dispose otherwise of the contractual services affected by the default of acceptance and to offer the customer a comparable contractual service within a reasonably extended period.

3.3. Acceptance shall take place on site after completion. ELMI POWER or a third party commissioned by ELMI POWER and the customer shall jointly set a date for acceptance; partial acceptance shall not take place. A record of the acceptance shall be drawn up and signed by ELMI POWER and the customer.

3.4. If the contractual service is not in accordance with the contract and the customer therefore rightly refuses acceptance or if acceptance takes place subject to the elimination of defects to be specified in the protocol, ELMI POWER is obliged to provide a contractual service within a reasonable period of time and to remedy the defects, to inform the customer of the expected duration of the rectification of defects and to notify the customer of the rectification of defects after completion of the rework.

4. Dates and deadlines

4.1. The performance period for the assembly or installation begins with the conclusion of the contract or the dispatch of the order confirmation by ELMI POWER, but not before the complete provision of the necessary documents, approvals and releases requested by the customer from ELMI POWER with all components, such as plans, the clarification of all technical questions and the receipt of an agreed down payment. Insofar as ELMI POWER is to obtain the necessary documents, approvals and releases with all components for the customer, the aforementioned shall apply

accordingly.

4.2. In the event of an agreed performance date, the performance date shall be postponed appropriately if (i) the customer has not provided the documents, approvals and releases to be procured by him in accordance with section 5.1 or ELMI POWER was unable to provide them by 30 days before this performance date at the latest or (ii) not all technical questions have been fully clarified or (iii) an agreed down payment has not been received in full by ELMI POWER.

4.3. The delivery time is met if the contractual services have been put into operation or accepted by the customer due to the assembly or installation of the products by the end of the performance period. Compliance with the performance date and/or the performance period is subject to the proviso that ELMI POWER itself is properly supplied with the components required for the performance of the service by the manufacturer or its suppliers, in particular in good time. For the rest, clauses 5.3f.

of Section A. of these General Terms and Conditions of Business and Delivery shall apply.

4.4. ELMI POWER is not liable for delays in performance due to force majeure or other causes for which ELMI POWER is not responsible.

5. Warranty/complaints/defect claims

5.1. The statutory warranty provisions apply to material defects and defects of title with the following special features:

5.2. Insofar as ELMI POWER provides general services, ELMI POWER and the customer agree that ELMI POWER does not owe a specific result, but only services, and that it is solely within the customer’s sphere of decision and risk to make decisions resulting from the services provided.

5.3. The customer’s warranty rights require that he inspects the contractual service provided immediately after it has been rendered, if reasonable also by means of a trial use, and that he notifies ELMI POWER in writing of any recognizable defects immediately, at the latest 14 days after the contractual service has been rendered. Hidden defects must be reported by the customer

ELMI POWER in writing immediately after their discovery. The customer must describe the defects in writing when notifying ELMI POWER.

5.4. In the event of assembly or installation defects, ELMI POWER is entitled to rectify the defect. In the event of rectification, ELMI POWER is obliged to bear all expenses necessary for the purpose of rectification, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the location of the contractual service is not changed by the customer.

5.5. If ELMI POWER is not willing or able to rectify the defect, the customer may, at his discretion, withdraw from the contract or reduce the agreed price, without prejudice to any claims for damages or reimbursement of expenses. The same applies if the rectification of defects fails twice, is unreasonable for the customer or is delayed beyond a reasonable period of time for reasons for which ELMI POWER is responsible.

5.6. With regard to all other defects, the limitation period (warranty period) is 12 months.

5.7. The limitation period shall commence upon acceptance of the contractual service or upon commissioning.

5.8. Any warranty is excluded for defects or damage due to improper operation and/or maintenance as well as for wearing parts.

5.9. ELMI POWER does not guarantee any specific properties for the contractual services, unless the guarantee is expressly given. ELMI POWER does not owe any success in the performance of the contractual services, in particular when taking over the formal processing.

Status: March 2025