General Terms and Conditions (GTC)

– For business transactions with businesses (B2B) –

§ 1 Scope of Application and Subject Matter of the Contract
1. B2B restriction: These General Terms and Conditions (GTC) apply exclusively to businesses
(Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB), legal entities
under public law and special funds under public law. The Customer warrants that it is a business
or is acting as an employee of a business. Voltakor GmbH is not obliged to verify the Customer's
business status.
2. Subject matter of the contract: Voltakor GmbH (hereinafter the "Contractor") operates in the
following business areas:
• Trade in hardware (merchandise): The subject matter of the contract is the trade and
distribution of screw piles and associated components for photovoltaic systems (PV systems),
solar carports and battery energy storage systems (BESS).
• Planning services: The Contractor provides only preliminary dimensioning services for the
screw piles. Any structural calculation or approval is carried out exclusively by a structural
engineer or engineering firm commissioned by the Customer.
• Brokerage and organisation of third-party services: Identifying and brokering providers of
transport/logistics, structural calculations, load tests and installation work, or commissioning
such providers in the name and for the account of the Customer.
3. Deviating terms: The Customer's general terms and conditions shall not apply unless the
Contractor has expressly agreed to their validity in text form.
§ 2 Conclusion of Contract and Scope of Services
1. Offer and acceptance: The Contractor's offers are subject to change and non-binding. A contract
is only concluded by an order confirmation in text form or by partial performance of the
delivery/service.
2. Scope of services – hardware (dealer status): The Contractor is a dealer and not the
manufacturer of the hardware offered. The Contractor's sole obligation is to provide or deliver, as
merchandise, the screw piles specified in the order confirmation.
3. Scope of services – planning: The preliminary dimensioning constitutes a non-binding draft and
is not a substitute for a structural calculation. The Customer undertakes to obtain a final structural
review by a structural engineer before construction begins. Any use of the preliminary
dimensioning without a structural review is entirely at the Customer's risk.
4. Brokered and organised services: The Contractor acts purely as an intermediary. The contract
for transport, structural engineering, load tests or installation is concluded directly between the
Customer and the third-party company. The Contractor accepts no liability for fault in the selection
of such companies (culpa in eligendo) and assumes no supervisory duties.
§ 3 Terms of Delivery (EXW), Transport Organisation, Force Majeure and Passing of
Risk
1. Incoterms EXW: Unless expressly agreed otherwise, all deliveries of hardware (screw piles) are
made exclusively Ex Works (EXW in accordance with Incoterms 2020) from the storage location
designated by the Contractor.
2. Passing of risk: The risk of accidental loss and accidental deterioration of the goods passes to
the Customer when the goods are made available for collection or when readiness for dispatch is
notified.
3. Optional transport organisation:

• If, at the Customer's request, the Contractor organises the transport, it does so exclusively in
the name, for the account and on behalf of the Customer as a service (brokerage of transport
services).
• Liability for transport losses, damage, freight delays or incorrect deliveries lies exclusively with
the respective transport or logistics company. As a precaution, the Contractor hereby assigns
any claims of its own against the transport company to the Customer.
• The Contractor accepts no responsibility for the selection of the carrier and has no duty to
check transport insurance.
4. Loading and load securing: The Customer, or the transport company engaged by it or in its
name, is solely responsible for loading, for ensuring that the load is safe for operation and
transport, for load securing and for adequate transport insurance. If the Contractor's employees
assist with loading, they do so as a courtesy or as vicarious agents of the Customer, at the
Customer's sole risk. Liability for damage to vehicles, goods or persons is excluded.
5. Default of acceptance: If the Customer does not collect the goods within 5 working days of
receipt of the notice of readiness for dispatch (or refuses acceptance where transport has been
organised), it is in default of acceptance. Risk passes to the Customer at that point in time. The
Contractor is entitled to store the goods at the Customer's cost and risk and to charge a
reasonable storage fee.
6. Force majeure: Events of force majeure, industrial action, operational disruptions for which the
Contractor is not responsible, shortages of raw materials or energy, and measures by public
authorities release the Contractor from its obligation to deliver for the duration of the disruption. If
the disruption lasts longer than 6 weeks, both parties are entitled to withdraw from the contract. In
the event of significant changes in raw material prices after the disruption has ended, the
Contractor is entitled to adjust prices.
7. Delivery dates: Delivery and availability dates are non-binding unless the parties have expressly
agreed in text form that they are binding or constitute a fixed date.
§ 4 Customer's Duties to Cooperate and Indemnification
1. Provision of data: The Customer undertakes to provide all soil reports, load specifications, site
plans and site data required for the preliminary dimensioning and the structural design in good
time, in full and free of charge.
2. Subsoil and obstacles: The Customer guarantees that all relevant information on the subsoil
has been provided in full. The Customer is responsible for damage to unknown cables or pipes
and for the consequences of any contaminated soil being found. In addition, a clearance
certificate for unexploded ordnance (UXO) must be available for the construction site.
3. Unloading point and access: Where transport has been organised, the Customer shall ensure
that the unloading point can be safely accessed by heavy goods vehicles and that sufficient
unloading capacity is available.
4. Indemnification against third-party claims: If it subsequently turns out that data provided by
the Customer was incorrect or incomplete, or if the screw piles are installed improperly by the
Customer or third parties contrary to the technical specifications, the Customer shall fully
indemnify the Contractor against all resulting third-party claims, including the costs of legal
defence.
§ 5 Prices, Terms of Payment, Default and Retention of Title
1. Prices: Unless otherwise agreed in text form, all prices are in euros, net, plus statutory VAT, ex
warehouse (EXW), excluding packaging, freight, customs duties and insurance.
2. Terms of payment (standard): Unless expressly agreed otherwise in text form, the following
terms of payment apply:

• 50% of the total amount as a down payment, due immediately upon receipt of the order
confirmation or of the invoice issued when the order is placed.
• 50% of the total amount before or upon provision of the goods for collection or delivery
(passing of risk).
3. Terms of payment for new customers: For new customers with whom an active and
uninterrupted business relationship has existed for less than one (1) year, 100% advance
payment is due upon invoicing after conclusion of the contract, unless expressly agreed otherwise
in text form.
4. Credit check: The Contractor is entitled to carry out credit checks and, in the event of a negative
credit rating, to switch to payment in advance.
5. Due date, default and default interest:
• Invoices are due for payment immediately without deduction unless a different payment term
has been agreed.
• The Customer is automatically in default no later than 14 days after the due date and receipt
of the invoice, without the need for a further reminder.
• In the event of late payment, the Contractor is entitled to charge default interest of 9
percentage points per annum above the applicable base rate pursuant to Section 247 BGB
(Section 288 (2) BGB). The right to claim proven higher damages for default and the statutory
lump sum for default costs of EUR 40.00 (Section 288 (5) BGB) is expressly reserved.
6. Extended retention of title: Delivered hardware remains the property of the Contractor until all
claims arising from the business relationship have been settled in full (reserved goods). If the
reserved goods are combined or processed by the Customer with other items, the Contractor
acquires co-ownership of the new item in proportion to the invoice value of the reserved goods.
The Customer hereby assigns to the Contractor, in advance, claims arising from a resale or
installation of the reserved goods in the amount of the invoice value.
7. Set-off and right of retention: The Customer is only entitled to set off or to exercise a right of
retention if its counterclaims have been finally established by a court, are undisputed or have
been acknowledged by the Contractor.
§ 6 Warranty, Dealer Status and Limitation of Liability
1. Dealer status and third-party manufacturer information: The Contractor is purely a dealer and
not the manufacturer of the hardware within the meaning of the German Product Liability Act
(ProdHaftG). Information on material properties, load capacities and technical specifications is
based on the data sheets and information of the respective manufacturer. The Contractor does
not give any guarantees of its own, including guarantees of quality, unless expressly agreed in
text form. Any manufacturer's guarantees are passed on to the Customer.
2. Notice of defects (Section 377 of the German Commercial Code, HGB): The Customer shall
inspect delivered hardware for defects and completeness without undue delay after collection or
delivery and shall notify the Contractor in text form of any apparent defects within 7 working days.
3. Warranty period: The warranty period for the delivery of hardware is 12 months from provision
(passing of risk). Sales law applies exclusively; any extension of the warranty period due to the
subsequent installation of the hardware in a building or structure is excluded.
4. Right to subsequent performance and priority assignment: In the event of defects in the
hardware, the Contractor is entitled, at its own discretion, to remedy the defect (repair) or to
deliver a defect-free item (replacement). In the case of manufacturing or material defects
attributable to the producer, the Contractor is entitled to assign its own warranty and recourse
claims against the upstream supplier or manufacturer to the Customer on account of
performance. The Customer undertakes to first attempt to pursue its claim against the
manufacturer out of court. If this fails or is refused by the manufacturer, the Customer's secondary
rights in respect of defects against the Contractor revive.

5. Cooperation in supplier recourse: If the Customer asserts defects attributable to manufacturing
faults, it is obliged to provide the Contractor without undue delay with all evidence (photos, test
reports, installation records) required to document and enforce recourse claims against the
manufacturer.
6. Removal and installation costs (Section 439 (3) BGB): Unless the Contractor has acted with
intent or gross negligence, reimbursement of expenses for removing the defective item and for
installing or attaching the repaired or delivered defect-free item is limited, in the B2B relationship,
to the net invoice value of the defective hardware concerned.
7. Limitation of liability:
• The Contractor is liable without limitation for damage resulting from injury to life, body or
health and for damage caused intentionally or through gross negligence.
• In the event of a slightly negligent breach of material contractual obligations (cardinal
obligations), liability is limited to the foreseeable damage typical of this type of contract.
• The Contractor is not liable for damage, defects, faults or delays caused by brokered or
organised third-party companies (e.g. freight forwarders/logistics providers, installation
companies, structural engineers or testing laboratories for pull-out tests).
§ 7 Final Provisions
1. Applicable law: The law of the Federal Republic of Germany applies, to the exclusion of the UN
Convention on Contracts for the International Sale of Goods (CISG).
2. Place of performance and place of jurisdiction: The place of performance for all obligations
and the exclusive place of jurisdiction for all disputes is the Contractor's registered office.
3. Text form: Amendments, additions and the cancellation of these terms require text form (e.g. e-
mail).
4. Severability clause: Should any provision of these GTC be or become invalid, the validity of the
remaining provisions shall remain unaffected.
5. Language version: The German version of these GTC is authoritative. Translations into other
languages are provided for information purposes only.