AGB:

General Terms and Conditions

1.Scope

These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services provided by pv MAX S.à r.l. ("Supplier") to entrepreneurs within the meaning of Article 14 of the Luxembourg Civil Code. Deviating terms and conditions of the customer will not be recognized unless the Supplier expressly agrees to their validity in writing. These GTC shall also apply to all future contracts between the Supplier and the customer.

2.Contract Conclusion and Documents

All documents belonging to offers, such as drawings, illustrations, cost estimates, and dimension and weight specifications, are only approximately authoritative unless expressly designated as binding. The Supplier retains ownership and copyright to these documents. They may not be made accessible to third parties without explicit consent. Offers from the Supplier are non-binding unless expressly indicated as binding. A contract is only concluded when the Supplier confirms the order in writing. Any changes or amendments to these terms must also be made in writing or a form equivalent to writing (e.g., fax, email) to be legally valid.

3. Prices

Unless otherwise expressly agreed, all prices are net prices and are subject to the applicable statutory VAT. Prices do not include packaging, transport costs, transport insurance, customs duties, or other levies, which will be calculated separately. The Supplier may arrange transport insurance at the customer's expense unless explicitly waived by the customer. Cash discount deductions are only permissible if expressly agreed in writing. If delivery is to be made more than four months after the conclusion of the contract, the Supplier reserves the right to adjust prices according to market conditions.

4.Payment Terms and Retention of Title

Payments must be made in accordance with the agreed payment terms without any deductions. In the absence of specific terms, payment is due within 14 days of the invoice date. Ownership of the delivered goods shall only pass to the customer after all payments have been received. The customer is entitled to resell the goods subject to retention of title in the normal course of business. The resulting claims are hereby assigned to the Supplier as security. The Supplier is entitled to demand return of the goods if the customer is in default of payment.

5. Delivery Time and Partial Deliveries

The delivery period begins with the dispatch of the order confirmation but not before the provision of documents to be procured by the customer and the fulfillment of the agreed payment terms. Partial deliveries are permissible if reasonable for the customer. The Supplier shall not be liable for delays due to force majeure or other events beyond its control, such as strikes, governmental actions, or natural disasters. In such cases, the delivery period shall be extended accordingly. If the obstruction lasts longer than two months, both parties may withdraw from the contract without liability for damages. In the event of such withdrawal, each party shall return any performance already received, and the customer shall reimburse the Supplier for any expenses incurred. If a force majeure event results in a significant change in the economic balance of the contract, the parties shall discuss in good faith how to adapt the contract terms to reflect the changed circumstances.

6. Transfer of Risk

The risk transfers to the customer upon dispatch from the Supplier's warehouse or upon notification of readiness for dispatch if shipment is delayed at the customer's request. If acceptance is required, the risk transfers upon acceptance by the customer. The Supplier may insure the delivery against transport risks at the customer's expense.

7. Warranty for Defects

The Supplier warrants that the goods are free from defects that impair their suitability for the contractual purpose. Defects must be reported in writing: obvious defects within seven days of receipt, and hidden defects immediately upon discovery. For justified complaints, the Supplier may repair or replace the goods within a reasonable time. If rectification or replacement fails, the customer may demand a price reduction or withdraw from the contract. Warranty claims expire 12 months after delivery, unless otherwise agreed in writing. The customer must allow the Supplier to inspect the defective goods; otherwise, warranty claims are void.

8. Limitation of Liability

The Supplier is liable only for intent and gross negligence. For slight negligence, liability is limited to foreseeable damages typical for the contract. Liability for indirect damages, consequential damages, or lost profits is excluded, except where mandatory by law. Liability for injury to life, body, or health remains unaffected.

9. Assignment and Set-Off

The customer is not entitled to assign claims arising from the contractual relationship without the prior written consent of the Supplier. Set-off against claims of the Supplier is only permissible with undisputed or legally established claims. The Supplier is entitled to assign its claims to third parties without the consent of the customer.

10. Applicable Law and Jurisdiction

All legal relationships between the Supplier and the customer shall be governed by Luxembourg law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For disputes arising from the contractual relationship, the place of jurisdiction shall be Luxembourg City, provided that this does not conflict with mandatory legal provisions regarding jurisdiction. The Supplier may also take legal action at the customer's general place of jurisdiction.

11.Retention of Title

12.Right of Withdrawal

The Supplier is entitled to withdraw from the contract if the customer is in default of payment, insolvency proceedings are initiated, or there are serious doubts about the customer's creditworthiness without adequate security being provided within a reasonable period. In the event of withdrawal, the Supplier may demand the return of the goods and claim compensation for any depreciation or damages.

13.Data Protection

The Supplier processes personal data in accordance with the EU General Data Protection Regulation (GDPR). The customer consents to the processing of personal data necessary for the performance of the contract. Further information on data processing can be found in the Supplier's privacy policy.

14.Severability Clause

Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. In such a case, the parties undertake to replace the invalid provision with a valid one that comes closest to the economic purpose of the invalid provision.

15.Tax and Legal Compliance

**Intra-Community Supply** In the case of tax-exempt intra-community supply, as specified in Article (43, 1. d) of the Luxembourgish VAT law, the customer is obliged to sign and return an entry certification. If the customer fails to comply with this obligation within 30 days after delivery, the VAT will be recalculated and charged.

**Applicable Law and Jurisdiction**
These GTC are governed by the law of the Grand Duchy of Luxembourg, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is Luxembourg City, provided the customer is a merchant. The Supplier may also take legal action at the customer's general place of jurisdiction.

**Modifications**
Changes or amendments to these GTC must be made in writing. The requirement for written form can only be waived in writing. The Supplier reserves the right to modify these GTC at any time, with such changes becoming effective for future contracts.

pv MAX S.à r.l.

HQ: Rue de Blaschette 1
L-7353 Lorentzweiler

Office: Am Hock 2
L-9991 Weiswampach

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AGB