General Terms and Conditions of TESLA Energy Storage

Article I.
General Provisions

1.1 These General Terms and Conditions of TESLA Energy Storage a.s. (hereinafter referred to as the “GTC”) shall apply, subject to the terms and conditions of clause 1.2, to all contracts (hereinafter referred to as the “Contract”) under which TESLA Energy Storage a.s. (hereinafter referred to as the “Contractor”) undertakes to carry out work for its customer (hereinafter referred to as the “Customer”). The Work shall be understood as the manufacture of various types of scalable battery systems (hereinafter referred to as the “Equipment”).

1.2 These GTC apply only to those Contracts that expressly refer to these GTC. The content of the Contract is always determined on the basis of a quotation prepared by the Contractor and accepted by the Client.

Article II.
Execution of the Work

2.1 Unless otherwise agreed by the Parties, the Work shall be completed when the Equipment is installed by the Contractor at its destination. Unless otherwise agreed by the Parties, transportation to the destination shall be arranged by the Contractor.

2.2 The date of taxable performance is the date of acceptance of the Equipment by the Customer and the signing of the acceptance report of the Equipment at the agreed destination.

2.3 The risk of damage to the Equipment shall pass to the Customer:
a) if the Contractor is transporting the Equipment to the Customer, on the date on which the means of transport with the Equipment arrives at the agreed destination and
b) if the Customer is transporting the Equipment to itself, on the date on which the Equipment is ready for loading onto the Customer’s means of transport at the Contractor’s premises.

2.4 The Equipment is a unique device manufactured to the Customer’s exact requirements and to meet the Customer’s specific needs. It is for this reason that a pre-test may be carried out by the Contractor prior to its completion. There the Client has the opportunity to continuously check the performance of the Work and to suggest possible modifications to the Equipment. If the Parties agree on a pre-commissioning of the Equipment, this shall always take place at the Contractor’s premises. The Customer shall ensure that sufficient of its personnel are present to carry out the pre-collection of the Equipment. The Customer shall provide samples of all components and materials to be processed by the Equipment (in order to be able to realistically test the functionality of the Equipment) for the pre-collection at a time and in a quantity to be determined by the Contractor.

2.5 The ownership right to the Equipment shall pass to the Customer only upon full payment of the price of the work.

2.6 The Contractor shall be entitled to request from the Client written confirmation of the completion of any agreed stage of the execution of the Work (e.g., but not limited to, a pre-acceptance report, an acceptance report after the installation of the Equipment, etc.). The form of the confirmation shall be determined by the Contractor.

Article III.
Price of the Work

3.1 The price of the Work shall cover the cost of fulfilling all of the Contractor’s obligations under the Contract. Thus, for example, if the Contractor is obliged to transport the Equipment to its destination, the price shall also cover the cost of packing and transporting the Equipment. However, customs duties and other costs to be incurred in direct connection with the transport of the Equipment across the customs border shall always be borne by the Client.

3.2 Unless otherwise agreed, the time limit for payment of the price of the work is 30 days from the date of the taxable performance according to clause 2.2.

3.3 Value added tax shall be added to the price of the Work.

3.4 The Contractor reserves the right to change the price stated in the quotation on the basis of which the Contract was concluded, if the price change is due to a change in the prices of inputs required for the manufacture of the Equipment and these changes are beyond the Contractor’s control. Changes beyond the Contractor’s control shall be deemed to be an increase of more than 5% in the input prices of the components used in the execution of the Equipment from the date of acceptance of the quotation to the moment of their actual ordering from the Contractor’s subcontractor. In this case, the total price of the Equipment shall be increased by the increase in component prices. In the event of an increase in component prices, the Customer shall always be informed immediately by the Contractor of the price of the inputs at the time of the date of acceptance of the quotation as well as the price of the inputs at the time of their actual ordering from the subcontractor.

Article IV.
Cooperation of the Customer

4.1 In addition to the obligations expressly agreed in the Contract, the Client is obliged to provide the Contractor with all other assistance necessary for the performance of the Work. If the Client fails to provide the Contractor with the necessary cooperation even within 15 days of the Contractor’s written request, the Contractor shall be entitled to withdraw from this Contract. The Customer’s right to withdraw from the Contract in other cases provided for by law shall not be affected.

4.2 In the event of the Contractor’s withdrawal from the Contract, the Client is obliged to pay the Contractor a contractual penalty of 100% of the price of the Work (meaning the price excluding value added tax). With the Contractor’s consent, other arrangements may be made if the Contractor has not spent all the costs contemplated in the Contract for the execution of the Work, i.e. in particular if the Client withdraws from the Contract before the Work has been executed. For the avoidance of doubt, the Parties state that they each consider the contractual penalty in the above amount to be fair and in accordance with good morals and the principle of fair commercial dealing. By way of explanation, the Parties state that the Equipment is a unique piece of equipment manufactured precisely to the Customer’s requirements and to meet its specific needs. Therefore, no resale of the Equipment to a third party or any other use of the Equipment is possible. However, in the event of the Contractor’s withdrawal from the Contract, the Customer may, upon payment of the contractual penalty, demand the delivery of the part of the Equipment manufactured up to the withdrawal; the costs associated with this shall be borne by the Customer.

4.3 Time limits for the performance of the Work and other time limits which the Contractor is obliged to observe in the performance of the Work shall not expire during the period of delay of the Client in providing the assistance which the Client is obliged to provide to the Contractor.

Article V.
Liability for defects

5.1 The Contractor shall be liable for defects in the Equipment at the time of its performance of the Work and for defects occurring in the Equipment during the warranty period (if agreed). The warranty period for the Equipment shall be 12 months unless otherwise stated in the quotation.
5.2 The Customer shall notify the Contractor of defects in writing, specifying the exact extent and nature of the defect. The Customer’s claims arising from defects shall be extinguished if he fails to notify the defect in the prescribed manner within ten days of the date on which he could have become aware of it with the exercise of professional diligence. If the defect is reported in writing within the warranty period during working hours from 7:00 a.m. to 5:00 p.m., we guarantee that we will start processing the claim within 24 hours of the next working day.

5.3 The Contractor shall determine the manner and time limit for the satisfaction of defect claims in a manner that is consistent with the principle of fair dealing, taking into account the nature of the defect.

Article VI.
Intellectual property

6.1 All Intellectual Property Rights in the Equipment, including its software, plans, drawings, manufacturing processes and other goods that are part of the Equipment and are capable of being the subject of Intellectual Property Rights (collectively, the “Equipment Related Intellectual Property”), shall belong to the Customer.

6.2 The Customer is entitled to use the Intellectual Property related to the Equipment only to the extent necessary for the proper use of the Equipment. For the avoidance of doubt, the Parties expressly state that the Customer shall not make replicas of the Equipment or any part thereof, shall not make copies of its software, plans and drawings and shall not make the Equipment, any part thereof, its software, plans and drawings available to any third party.

Article VII.
Final Provisions

7.1 The provisions of the Contract and these GTC shall prevail over any provisions of similar general terms and conditions of the Customer. The arrangements of the Parties contained in the quotation pursuant to clause 1.2 shall prevail over these GTC.

7.2 A Party that causes damage to the other Party by breach of its obligations shall be obliged to compensate the other Party in full, even if the fulfilment of the breached obligation is secured by a contractual penalty.

7.3 Except as expressly provided by law, the withdrawal from this Agreement shall not apply to the provisions on contractual penalties, protection of confidential information and Intellectual Property relating to the Equipment.

7.4 The Parties agree that the contents of the Contract as well as all information provided by them to each other in the conclusion and performance of the Contract shall be confidential information.

7.5 The legal relations of the Parties shall be governed by the laws of the Slovak Republic, with the exception of its conflict of laws provisions. 7.6 The courts of the Slovak Republic shall have jurisdiction to resolve disputes between the Parties.

Supervisory authority: