General Business Terms and Conditions of ProfEC Ventus GmbH

General information

The following general terms and conditions apply to all business relations of ProfEC Ventus GmbH and German ProfEC GmbH with their respective business partners for all services, including those renderedwithin the scope of public tenders, even if their application has not been agreed upon separately.

ProfEC Ventus GmbH ("ProVe") is an independent technical service and technical expertcompany. ProVe operates impartial and neutral. The assignment and all future performances of ProVe are carried out exclusively under the application of the following provisions and supply and service descriptions, even if their application has not been agreed upon separately respectively explicitly.

ProVe objects any diverging, conflicting or additional contract terms of the customer. They are not partof the contract, unless their application has explicitly been agreed upon in writing between the parties and as an exemption to these General Business Terms and Conditions.

Proviso

Certificates and inspection records of ProVe may be revoked at any time. This may for instance be thecase when adjustments of the body of regulation to the state of technology make this necessary orwhen the customer does not comply with requirements or instructions given by ProVe in due time.

Scope and Accomplishment

Type and scope of all performances of ProVe comply in accordance with these contractual terms withthe state of technology valid at the time the service is rendered. To inspections and/or assessments and/or calibrations the regulations apply which are valid at thetime of performance of the inspection and/or assessment and/or calibration.

Safety relevant changes to the regulations, which become effective after the date of the contract between ProVe and its business partners, have to be taken into account. The customer is obliged to establish all prerequisites to allow a quick and smooth provision of performance by ProVe. ProVe has to be granted unlimited access and insight in the requested degree necessary to perform the tasks ordered by the customer.

ProVe has to be provided by the customer in due time with all information, drawing documents etc.necessary for the execution of ProVe's tasks and activities. The customer is in particular obliged to render project support in terms of work discussions (which areto be individually agreed upon) and to the designation of responsible contact persons as well as toprocure necessary dialogue partners. The parties are in agreement that within the scope of inspections ProVe does not owe a certain inspection result or success to the customer, but only the obliging inspection and documentation of the inspection results.

Inspections of wind energy plants conduce to the fulfilment of public law safety regulations and conditions. They do not replace maintenance and inspection of the wind energy plant by the operator, but serve as an additional measure of assessing the current technical condition according to the requirements of the assigned inspection scope.

If subcontractors of ProVe underlie command of ProVe, we warrant the compliance with relevant regulations of employers' liability insurance associations, relevant safety at work regulations as well as generally accepted guidelinesand regulations.

Confidentiality

ProVe ensures the confidential treatment of all received information, data, documents, and of theresults.

Payment

Performances of ProVE are to be paid according to the relevant tariffs or according to the pricecontained in the quotation. Additionally, ProVe will charge any ancillary costs connected to theperformances (e.g. travel costs, other expenses and, if applicable,VAT). Performances which are additionally ordered by the customer, e.g. beyond the quotation, are charged separately in agreement with the customer according to time and effort. Any additional costs, which result from insufficient organisation on part of the customer, delays or repeated assessments/inspections/measurements which ProVe is not responsible for are charged separately according to the relevant tariffs. Additional performances will be calculated either on the basis of the hourly rates of the necessary staff, or – after the customer has agreed to fulfil the additional performances – on the basis of aquotation by ProVe.

Invoice Due Date

Payments for all performances rendered by ProVe are due without deduction within 14 days after dateof invoice. In case of delay, ProVe is eligible to claim for interests, to retain certificates and otherdocuments and/or to defer the validity of certificates or to withdraw them.

All rendered performances and services (not hardware) remain the property of ProVe until full payment isreceived.

Ownership of any hardware and equipment is transferred to the client as soon that it leaves the place of manufacturing or assembly (factory or workshop) being sent to the client's installation site.

Exceeding the foregoing ProVe reserves the right to claim can call back ownership and sole property of any hardware equipment at any moment until full payment was received for all ordered hardware equipment and services.

The commercial as well as any other right of retention on the part of the customer is excluded. Theoffset against customer's counterclaims is also excluded, unless the counterclaim is undisputed or hasbeen established by a final and binding court judgment.

Warranty

ProVe warrants on all services a diligent and professional solution of the task according to today's state of technology and the relevant regulations and guidelines. ProVe warrants on schedule processing,unless reasons beyond ProVe's responsibility lead to delays. ProVe warrants a neutral and independent processing and the unlimited usage of ProVe's experience.

The customer is entitled to make use of the performances of the person in charge, the results and the emerging proprietary rights and rights of use for the contractually agreed purposes.

The warranty for measuring systems is limited to the warranty of the respective manufacturer of the components. Claims are to be made via ProVe.

If not other agreed, ProVe warrants that the delivered individual equipment items:

• is new and free of defect, manufactured only out of new materials of best quality and suitable for the defined operating and other conditions stated in the Purchase Order.
• is delivered completely and that it shall operate properly and safe, even if supplies and services necessary therefore might not have been mentioned expressly in the Purchase Order.
• is designed and manufactured according to the Technical Specification of the Purchase Order considering the latest recognized state of technology, also regarding quality and suitability of material, design, construction and execution in accordance with all technical documents pursuant to the Purchase Order.

Warranties shall not apply if the non-conformity is attributable to

• normal wear and tear
• non-observance of ProVe's or manufacturers handling and loading instructions;
• non-observance of ProVe's or manufacturers erection, and construction instructions; or
• non-observance of ProVe's or manufacturers operating and maintenance manuals or recommendations.

If not other stated: the warranty period for our delivered measurement equipment shall begin upon successful commission and shall expire after twenty-four (24) months from the date of successful commission or, if not installed within 2 months after receipt of the equipment in the country of installation, the twenty-four (24) months start to count down 2 months after receipt of the equipment in the country of installation. For any individual measurement equipment replaced during the Warranty Period, a new Warranty Period of twenty-four (24) months shall start upon the day of completion of the replacement of the item, or, if not installed within 2 months after receipt of the equipment in the country of installation, the twenty-four (24) months start to count down 2 months after receipt of the equipment in the country of installation.

In case of warranty, ProVe repairs the broken components or supplies to the customer a new component. The warranty for the equipment covers damages caused by erroneous installation and/or manufacturing.

The Warranty Period for the measurement mast only applies for the period, in which also the maintenance works for the measurement mast are ordered at ProVe. The Warranty Period applies for 24 months maximum. The Warranty Period shall begin upon successful commission and shall expire the latest after twenty-four (24) months from the date of successful commission or, if not installed within 2 months after receipt of the equipment in the country of installation, the twenty-four (24) months start to count down 2 months after receipt of the equipment in the country of installation. No new warranty period starts for any part of the mast repaired and/or replaced during the warranty period.

The warrantee for the mast structure covers damages caused by erroneous installation and/or manufacturing.

For measurement systems the warranty does not cover:

• costs that belongs to problems with the data communication,
• damages during shipping and transport,
• costs for the installation/reinstallation or replacement works,
• cost for lost data or costs that are caused by lost data e. g. delay in project development, etc.,
• damages at the masts and equipment caused by lightning, earthquakes or any natural phenomena,
• Force Major
• damnification caused by theft or vandalism.

Warrantee of the mast structure only applies, if operation and maintenance was always performed duly and if this service was always ordered at ProVE and performed under supervision and sovereign control of ProVe.

Place of Fulfillment – Place of Jurisdiction – Applicable Law

The registered place of business of ProVE is the place of fulfillment for all obligations resulting from thisassignment, unless agreed upon differently.

The court competent for the place of business of ProVe is the competent Court for the assertion of claims for both parties as far as the requirements according to § 38 Code of Civil Procedure (Zivilprozessordnung) apply to the customer (merchant feature). The contractual relationship and all privities there from are exclusively subject to the laws of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods (CSIG).

ProVe and Customer alternatively can mutually agree to arbitrage, only and if arbitrage shall take place in accordance to an International Chamber for Industry and Commerce, the German arbritrage procedure in accordance to §§ 1025-1048 Civil Process Instructions (ZPO), or the German Association and Institution for Arbitrage (DIS). Condition is an Arbitrage process fulfilling at least the following requirements:

• The court of arbitration (Tribunal) at least has 3 judges (1 Chairman and two judges). In cases of minor relevance it may be valid to call only one Judge. The judges must have principal allowance to work as Judge in a Court.
• The Tribunal decides following substantive law and not following reasonable discretion (with the exemption in case of unilateral settlement). The governing substantial law must be fixed once the agreement for Arbitrage is settled.
• The arbitral award is written and supported by arguments. The arguments highlight the decisions in relation to applicable legal norms

Severability Clause

In the event that provisions of the contract between the customer and ProVe or the General Terms andConditions are or become completely or partly invalid, the effectiveness of the remaining provisionsremains unaffected. In case of doubts about the interpretation of these General Terms and Conditions,the German version prevails.