General Terms & Conditions

1. GENERAL

These General Terms and Conditions (hereafter referred to as “GTC”) apply to the purchase of the Equipment and related services by Refurb Battery Operations B.V., Refurb Productions B.V. or other members of the SBS Beheer BV group (“Refurb Battery”) to a customer of Refurb Battery (“the Customer”).

All offers, order confirmations, tenders, deliveries or agreements of Equipment offered for sale are subject to these GTC. The applicability of any other terms and conditions (such as the Customer general terms of purchase) is expressly excluded. Deviating stipulations and any general purchase conditions of the Customer apply only to the extent that such deviating stipulation or purchase conditions have been expressly accepted by Refurb Battery in writing, and only for the agreement with regard to which they have been accepted. Any documents or terms and conditions of the Customer do not apply.Accepting an offer and/or placing an order implies that the Customer accepts the applicability of these GTC.

Application to Rental Agreements and Sales Agreements
Refurb Battery offers Rental Agreements to customers and Sales Agreements. Unless otherwise specified in writing between Refurb Battery and the Customer an agreement is a Rental Agreement to which Rental General Terms & Conditions will apply. These GTC Sales Agreements apply only when an agreement is explicitly defined as a Sales Agreement.

These GTC apply to all systems and solutions provided by Refurb Battery. For systems smaller than 50 kWh in capacity specific additional conditions and exceptions will apply. These conditions will be published separately.

2. DEFINITIONS

“Access Rights” means a right of access to and from the Location for the purposes and in the manner prescribed under the Agreement. “Business day” refers to the days from Monday to Friday, except for public holidays in the Netherlands. “Equipment” refers to all energy storage systems, machines and all accessories, manuals and instructions provided for it, including batteries, of any kind purchased by the Customer from Refurb Battery. “Force Majeure” means any circumstance which is independent of the will of the Parties, as a result of which performance of the Master Agreement cannot reasonably be required of Refurb Battery, whether temporarily or permanently. Force majeure shall in any event include: (civil) war and the threat of (civil) war, natural disasters (for example floods, hurricanes, storms etcetera), strikes, excessive absenteeism of Refurb Battery’s employees, transport problems, fire, lack of raw materials, government measures by any government whether in the Netherlands or elsewhere, in any event including import and export prohibitions, quota schemes, epidemics or pandemics, fires, and breakdowns at Refurb Battery or at suppliers of Refurb Battery, as well as non-performance or force majeure on the part of suppliers as a result of which Refurb Battery is not or no longer able to meet its obligations to the Customer. “Location” refers to the Customer’s location to which the Equipment will be delivered on instructions from the Customer. “Master Agreement” refers to the entire agreement and understanding between Refurb Battery and the Customer, including Refurb Battery’s quotation, offer, invoice, these GTC, as well as the cover agreement and technical specifications provided in tandem with the cover agreement and, in so far as applicable, a specific contract between Parties which specifies the specific terms such as quantities, price, timing, location for a purchase. These may be called ‘ ‘koopovereenkomst’ or their foreign language equivalent in the conduct of business. '’Parties’’ refers to both Refurb Battery and the Customer. “Purchase Price”: the purchase price defined in Refurb Battery’s quotation or Master Agreement as accepted by the Customer; the Purchase Price does not include any cost of transport, delivery, packaging, decommissioning or insurance unless this has been agreed explicitly and in writing in the quotation or Master Agreement as accepted by the Customer. “Service Agreement” refers to the Agreement between Customer and Refurb Battery which specifies the Service Period, details on service and maintenance schedule and activities where appropriate and the Service Fee. “Service Fee”: the annual or monthly service fee defined in Refurb Battery’s quotation or Master Agreement as accepted by the Customer; the Service Fee covers maintenance and service and end of life activities as specified in writing in the quotation or Master Agreement as accepted by the Customer. “Service Period” refers to the period Refurb Battery will service and maintain the Equipment as agreed in the Master Agreement or set out in the quotation. The Service Period starts on the moment the Equipment leaves Refurb Battery’s site, or the place where it might otherwise be, and will end when the agreed Service Period duration is over or when the Equipment is returned to Refurb Battery’s site or other location specified by Refurb Battery (in all reasonableness).

3. OFFERS/AGREEMENTS

3.1 Changes and approximations
All offers of Refurb Battery and the prices and conditions stated in those offers are always non-binding offers. Refurb Battery expressly reserves the right to revoke the offer or to change the prices at any given time, particularly when required to do so pursuant to statutory provisions or pursuant to price increases by its suppliers.
Illustrations, drawings, specifications of dimensions and weight which form the basis of the offer or order confirmation, shall as a rule only be seen as approximate values, insofar as they are not exclusively designated to be binding.
All offers of Refurb Battery are subject to subsequent correction in case of any errors, including typographical and clerical errors and errors in engineering.
Refurb Battery gives offers, accepts assignments and makes agreements based on recent and necessary information provided by the Customer. Refurb Battery assumes accuracy of the information provided by the Customer and will not be liable for faults based on wrongful information provided by the Customer. Damages or extra costs as a result of wrongful information will be borne by the Customer.

3.2 Acceptance
The Master Agreement between the Customer and Refurb Battery is concluded subject to the acceptance of the Customer’s order by Refurb Battery or by beginning of the performance under the Master Agreement by Refurb Battery. Refurb Battery is entitled to refuse orders and/or to attach certain conditions to the delivery.
Refurb Battery reserves the right to refuse orders after five (5) working days of receiving the order.

3.3 Ownership of materials
Refurb Battery shall be and remains the owner of all documents, supplied models, samples or examples relating to offers or an agreement, and these cannot be supplied to or made available to third parties for inspection, or multiplied or imitated in any way without the written approval of Refurb Battery. Upon request of Refurb Battery, such documents, supplied models, samples or examples shall be returned to Refurb Battery within fourteen days in sound condition, entirely at the expense and risk of the Customer.

4. EXECUTION OF THE PURCHASE AGREEMENT

4.1 Execution
4.1.1 Refurb Battery only constitutes best efforts obligations and will always try to execute agreements with the appropriate care.
4.1.2 Refurb Battery is allowed to suspend her work in case Customer does not give Refurb Battery the appropriate and/or timely information reasonably necessary for the execution of the work.
4.1.3 Customer is obliged to care for a safe working environment to the employees of Refurb Battery and/or third parties appointed by Refurb Battery.
4.1.4 In case Parties wish to have work carried out by third parties, they will agree upon this in writing, unless otherwise stipulated in these GTC.

4.2 Additional work 
Refurb Battery is allowed to charge additional costs for additional work. In case any additional work is required, Refurb Battery will inform the Customer as soon as possible including an estimation of the additional costs to the extent possible.

5. DELIVERY OF EQUIPMENT

5.1 Delivery takes place at the moment that Refurb Battery makes the Equipment available to the Customer at the Location, in accordance with the latest version of the Ex Works Incoterms. The following will be applicable:
- any and all risks in relation to the transport of the Equipment will be exclusively for account of the Customer and all costs in connection with such transport will be borne in full by Customer;
- the Customer shall arrange for adequate insurance of the Equipment against all risks during transport thereof; Refurb Battery may at all times request Customer evidence of such insurance;
- the Customer will fully indemnify Refurb Battery and hold Refurb Battery harmless for any and all damages that Refurb Battery or third parties may incur, irrespective if such damages are connected with loss, theft, intent, gross negligence or willful intent of the Customer;
- the Customer is aware of all applicable laws and regulations in relation to the transport of the Equipment and the transport of hazardous goods and the Customer warrants that it and its subcontractor shall comply with these laws and regulation at all times during the transport of the Equipment.
5.2 The Customer shall be responsible for obtaining in good time, at its own expense and risk, all consents, approvals, permits, certificates and licenses required for the performance of and/or pursuant to the Master Agreement and/or Service Agreement.
5.3 Any delivery time or installation time agreed upon or stated by Refurb Battery are indicative and not fatal.
5.4 If the Parties have agreed that the Customer will arrange for transport of the Equipment itself (and the Customer will collect the Equipment from a location designated by Refurb Battery), the following will be applicable in addition to what is provided in article 5.1:
- the Customer will fully indemnify Refurb Battery and hold Refurb Battery harmless for any and all damages that Refurb Battery or third parties may incur, irrespective if such damages are connected with loss, theft, intent, gross negligence or willful intent of its subcontractor that performs the transport;

6. THE EQUIPMENT AND INSTALLATION

6.1 Ownership of the Equipment that has been delivered to the Customer shall, pass to the Customer upon payment of the entire purchase price, including interest and costs to Refurb Battery as stipulated in the Master Agreement. Any risk in respect of the Equipment shall pass to the Customer at the time of delivery. Any established rights of superficies related to this Equipment shall be voided.
6.2 Installation and commissioning of the Equipment and related components provided by Refurb Battery to the electrical installation of the Customer is executed by Refurb Battery or a third party appointed by Refurb Battery. The demarcation point for plugging in the Equipment by Refurb Battery is agreed upon in the Master Agreement. The operations that must be performed before the demarcation point in order to install and commission the Equipment must be performed by Customer
prior to the Equipment delivery. Refurb Battery determines whether the adjustments are sufficiently done by Customer in order to install and commission the Equipment safely. The Equipment shall be installed and commissioned at the locality chosen by the Customer in accordance with Article 10.1.
6.3 Delay and/or extra costs due to insufficient installation before the demarcation point and/or the location of the Equipment not being ready for its placement are at the account and risk of Customer. The quality of the Equipment might decrease whenever the Equipment is in storage for more than three months. Possible repair and/or extra costs for a Equipment that has been in storage for more than three months are at the account and risk of Customer. 
6.4 At delivery of the Equipment Refurb Battery will transfer all responsibility of the Equipment to Customer, unless otherwise explicitly agreed upon in writing.
6.5 Customer acknowledges that it is Customers responsibility to investigate if and when new (significant) power users or power generators can be added to the existing connector. Refurb Battery is not responsible and/or liable for any consequences, additional costs and/or potential damages as a consequence of new power users and/or generators.
6.6 Refurb Battery may make estimations of possible savings and the potential for revenue of Customer based of measurements and/or analysis of the energy profile and information provided by Customer. If the true energy profile after installation of the battery deviates from the estimation, for example an increase or decrease of the load or other user patterns from major users or generators in the electrical installation, then potential savings and/or revenues may vary. Customer may not derive any rights from an estimation made by Refurb Battery.
6.7 Alterations made by the Customer to the Equipment, will relieve Refurb Battery from any form of liability or warranty regarding the Equipment, unless Refurb Battery explicitly granted permission for these changes in writing.
6.8 Customer manages the Equipment in accordance with current standards, instructions and operating manuals. Customer declares by entering into the Master Agreement that he is familiar with current standards and able to comply with these standards.
6.9 Customer is responsible for cleaning the space and surroundings of the Equipment to increase life expectancy of the Equipment and decrease the risk of incidents.
6.10 Customer ensures that all technical and constructional fire protection requirements are met and provides the necessary fire protection installation which might include (but not limited to), detection-, notification-, eviction- and extinguish installation of the space and surroundings of the battery system in accordance with Refurb Battery’s advice and/or current rules and regulations if these are more stringent than Refurb Battery’s advice. This includes (but is not limited to) the periodic inspections and check-ups of technical, constructional and fire protection installations.
6.11 Customer is the installation responsible party for the entire electrotechnical and fire protection installation. Customer is fully responsible and liable for inspections and check-ups of the entire installation as described by current rules and regulations, including the part of the installation that Refurb Battery (or an appointed third party through Refurb Battery) installs. This is including (but not limited to) dimensioning the installation sufficiently large to meet all electricity by current rules and regulations, meeting the terms as described in the net code and limiting the inequality phase of the load.
6.12 During the entire period in which the Equipment is installed at Customer, Customer ensures that the space and surroundings of the Equipment meet the installation technical and constructional demands as prescribed by Refurb Battery and current rules and regulations. Adjustments needed to meet these requirements, for example when rules and regulations change, are at the account and risk of Customer and must be executed in coordination with Refurb Battery.
6.13 In case Refurb Battery and Customer agree that Refurb Battery uses the local cabled internet connection, Customer makes this connection available for the entire term of the Master Agreement. In case there are any changes to the internet connection and/or point of entry, Customer informs Refurb Battery at least two months in advance. When Refurb Battery is not informed in a timely manner, all costs for this change will be at the account and risk of Customer.
6.14 Customer is liable for execution and costs of adjusting the installation- and transport agreement with the grid operator.

7. GUARANTEE, MAINTENANCE AND SERVICE

7.1 Guarantee on the Equipment
The guarantee period in years on the Equipment is agreed upon in the Master Agreement with Refurb Battery. The guarantee period starts at the day of delivery of the components and/or systems by an Refurb Battery supplier to Refurb Battery (e.g. date bill of load, shipment letter). Refurb Battery will always transfer the product guarantee of a supplier to Customer. Refurb Battery never gives more guarantees than the product guarantee of the producer. During the guarantee period faulty components will be replaced without costs, as long as the fault is not a result of operation outside of current standards or causes as per Article 10. Necessary labor to replace the faulty component is not part of the guarantee and will be charged subsequently. The Customer is obliged to report the defect in writing by Refurb Battery within a reasonable time after the defect occurs.

7.2 Guarantee on Battery Trays
Refurb Battery provides a 10 year guarantee on the circular battery trays which are part of the Equipment provided that a service and/or performance guarantee agreement is/are in place. In the event that these agreements have not been concluded or have been terminated, the Customer can not of can no longer invoke this warranty. As long as Customer operates the Equipment according to current standards and in accordance to Article 10, Refurb Battery guarantees that the total capacity of the battery trays in the Equipment will be above 80% of the initially supplied capacity. When the total capacity of the battery trays in the Equipment fall below this guaranteed capacity, Refurb Battery will, at own costs and at the first scheduled service visit, replace battery trays to bring back total system capacity above the guaranteed minimum.

7.3 Maintenance / service
As integral part of the Master Agreement, Customer agrees a service and monitoring contract (Service Agreement) with Refurb Battery for the extend of the guarantee period to maintain guarantees. In case Customer does not fulfill the obligations of this Service Agreement, all claims to any guarantee expire. Refurb Battery will provide maintenance and service based on an agreed Service Agreement and payment of a corresponding Service Fee. The Service Agreement specifies what monitoring and preventive maintenance is provided against the set Service Fee.
Customer lets Refurb Battery perform preventive and corrective maintenance in order to maintain her guarantee. Invoicing for additional maintenance not covered by the Service Agreement will be charged subsequently by Refurb Battery. Refurb Battery charges an hourly rate of € 100 on working days, €150 in evening/night/weekends, € 200 on Sundays and holidays (excluding VAT). In case Customer does not let Refurb Battery perform the maintenance and/or makes any unauthorized changes to the Equipment, all claims to any guarantee expire.
Services are provided in accordance with standard Refurb Battery practices. The services may only be performed by either Refurb Battery or a by Refurb Battery appointed subcontractor. The Customer will make the Equipment available to Refurb Battery, or its subcontractor, for maintenance and service, and within (a) 7 (seven) days after Refurb Battery has informed the Customer that the maintenance or service must be performed in the event of a routine service, or (b) immediately, in the event of a safety risk or a chance of failure of the Equipment. If the customer has the services performed by a party other than the one described in this article, all claims to any guarantee expire 

7.4 Information about changing the energy planning
Energy planning by Refurb Battery includes desk top research, use of inventory software, physical use of energy hardware including but not limited to batteries and the monitoring and control software that can be set or adjusted autonomously or manually based on the information provided by Customer in accordance with these GTC. Refurb Battery may plan routine maintenance in accordance with the expected maintenance date based on the most recent maintenance date and the energy planning agreed upon in the Master Agreement.
Hence, any changes in the agreed energy planning, such as daily operating hours, connected loads and the operating temperatures, shall be reported in writing by the Customer to Refurb Battery immediately.
If the Customer does not notify Refurb Battery of such changes and Refurb Battery incurs unnecessary costs for maintenance, the Customer will be charged for the associated travel costs and working hours.

7.5 Software update
The Customer is obliged to perform the necessary software updates. If the Customer does not comply with this, all claims to any guarantee expire.

7.6 Access
The Customer shall allow Refurb Battery’s employees, agents, subcontractors, insurers and other third parties agreed by Refurb Battery access to the Equipment at all reasonable times (including vehicle access) for inspection, testing, modification, maintenance, repair or replacement.

8. DEFECTS AND REPAIR

8.1 Information provision by the Customer
The Customer must immediately notify Refurb Battery in writing of a failure or unsatisfactory operation of any part of the Equipment. The Customer shall not carry out repairs itself or engage a third party to carry out repairs, unless Refurb Battery has expressly given prior written permission. 

8.2 Repair by and Costs for Refurb Battery
If the Equipment fails or has a defect as a result of proper, normal use or reasonable wear and tear or the development of an inherent defect or defect that cannot be determined by means of a reasonable investigation by the Customer, Refurb Battery will identify feasibility and costs of: (a) repair; or (b) replacement of (part of) the relevant Equipment. If the Repair is covered by the guarantee, Refurb Battery will choose between these options, execute and carry the costs involved in line with the Service Agreement and guarantees. 
The Equipment is designed to have a high uptime. Refurb Battery cannot guarantee 100% uptime of the Equipment. Refurb Battery cannot be held accountable for any damages of non-functional Equipment (e.g. production processes, revenues of energy trade). Refurb Battery works with an obligation of effort to ensure the Equipment is up and running as soon as possible.
Customer and Refurb Battery may make specific arrangements on service items such as response times as part of the Master Agreement for which a Service Fee will be agreed. 

8.3 Repair at Costs for the Customer
If the Equipment fails due to any other cause as defined in art 8.2 or due to force majeure, or has a defect due to same causes, Refurb Battery has the choice between: (a) repair at the Customer’s expense (subject to the Customer’s obligation to pay all amounts paid under the Master Agreement to Refurb Battery are due until the repair is completed) or (b) replace the Equipment in question at the expense of the Customer. If an expert investigation is required to determine the cause of the failure or defect and the expert concludes that it cannot be attributed to a cause as referred to in article 8.2, the Customer will bear the costs of the expert investigation.

9. INSPECTION OF THE EQUIPMENT

The Customer acknowledges that the Customer has inspected the Equipment prior to taking possession thereof, finds it in good working order and repair, and suitable for Customers needs. The Customer will perform a reasonable visual inspection of the Equipment upon delivery to the Location or as soon as possible thereafter, but in each case within 3 (three) Business days after delivery to the Location, and will immediately inform Refurb Battery in writing (no later than within 24 hours after the inspection) of any missing parts of the Equipment and of apparent damage or defects. Unless written notice to the contrary has been received by Refurb Battery within 3 Business days of the date of delivery of the Equipment at Location or (where applicable and if later) completion of installation at Location of the Equipment, all Equipment is deemed to have been delivered and (where applicable) to be installed in a properly functioning condition, free from apparent damage or defects and to the satisfaction of the Customer.

10. SPECIFIC RULES

10.1 Locality of the Equipment
The Customer is solely responsible for the locality of the Equipment at the Location. Refurb may give the Customer advice on determining the locality of the Equipment, but this does not diminish the Customer's own responsibility. Refurb is not liable for any damages the Customer suffers because of the chosen locality of the Equipment at the Location.

10.2 Location soil conditions
The Customer is solely responsible for the soil conditions at the Location. If the soil at the Location is soft or otherwise unsuitable for placement of the Equipment or the use of the Equipment on it without first providing sufficient remedy against the unsuitable nature of the Location (such as, e.g., road plates or other necessary means), the Customer will provide such remedy at its own expense (and in case of the road plates place these in a suitable position) so that the Equipment can be moved over it and/or used on it.
Depending on the situation, it may be necessary to place an earthing rod. This work and additional costs are excluded in the quotation. It is the responsibility of the Customer that a suitable and approved grounding is present within 5 meters of the installation site of any battery that is part of the Equipment.

10.3 Permit for places and use
If applicable, the Customer shall, on its own responsibility and for its own account, obtain all required permits and permissions from the relevant authorities (including Grid authorities) for the installation and use of the Equipment. Any costs, expenses, fines and delays that are related to non- compliance with the required permits or that permission has not been granted by relevant authorities will be for the sole risk
of the Customer and will be borne solely by the Customer.

10.4 Use and daily check by the Customer
The Customer is familiar with the proper operation and use of the Equipment. The Customer has selected the Equipment based on its requirements and will not use or allow anyone to use the Equipment for an illegal purpose or in an illegal manner; without a license, if required under any applicable law; or who is not qualified to operate it.
The Customer will check the physical condition of the Equipment and the environment in which it is placed for proper operation of the Equipment in accordance with Refurb Battery’s specification on a daily basis at its own expense.
Customer manages the Equipment in accordance with current standards. Customer declares by signing the agreement that he is familiar with current standards and able to comply with these standards.
Current standards include amongst other (a) remaining within defined state of Charge limits as per article 10.8, (b) operating the Equipment only when external temperatures are above minus 20 degrees Celsius and below 40 degrees Celsius, (c) limiting usage to 2 cycles (a cycle consisting of a charge and a discharge) per day.

10.5 Exceptions guarantees and services
The warranty excludes any defect to the Equipment resulting from (a) short circuit, (b) improper operation of the Equipment and switches and fuses by persons who are not appointed by Refurb Battery ,(c) overcharging or deep discharging, (d) overheating of Refurb Battery Equipment, (e) failure of the distribution network or no or no proper electrical voltage (f) installation or maintenance of the Refurb Battery Equipment by persons unskilled to work with electro-technical devices or components, (g) any
other wrongful use contrary to the Refurb Battery’s operation or maintenance manual or the safety instruction, (h) any use contrary to the specification of the Equipment, (i) disassembly, modification or repairs not done by Refurb Battery, (j) any acts of force majeure or otherwise caused from the outside such as lightning strike, freezing or fire. Refurb Battery’s sole and exclusive obligation under the guarantee is the modification, repair or replacement of the (defective part of) the Equipment, at the sole discretion of Refurb Battery, and is limited to the territory of the Netherlands. Any costs incurred outside the modification, repair or replacement will be charged separately to the Customer (if applicable: travel costs, man-hours, transport, installation, removal, etc). 

10.6 Connection to power supply
The assessment, decision-making and implementation of the electrical connections of the Equipment to the facilities/installations of the Customer are the sole responsibility of the Customer. Further details can be specified in the Master Agreement. 

10.7 Working at heights
Refurb Battery’s employees may only work at heights in the presence of suitable protective measures.

10.8 Energy consumption
Refurb Battery is not responsible for failures in the event that the pre-established running and loading schedule is not adhered to.

10.9 SOC-values batteries
State of charge (SOC) value means the percentage of full charge remaining in the batteries of the Equipment. Customer must ensure the battery remains within the 90% - 20% SOC range. When breaching these margins, the Customer is negatively affecting the battery’s life span. This will be monitored with Refurb Battery software.
When Refurb Battery observes breaches of this operation guidance it will notify the Customer in writing and inform Customer of loss of guarantee as ultimate consequence of operating outside of the margins. A second breach in operation conform current standards after notification of a first breach will result in a void of guarantees by Refurb Battery with a written notice.

11. RESPONSIBILITIES OF THE CUSTOMER; CARE FOR THE EQUIPMENT

11.1 Responsibilities of the Customer
The Customer shall provide Refurb Battery with the information and the documentation Refurb Battery requests to assess, plan, and provide the Equipment. All Equipment is provided and services are performed based on information provided by the Customer or others and Refurb Battery is relying on the accuracy and completeness of such information in providing the Equipment and performing such services. The Customer recognizes that it is impossible for Refurb Battery to assure the accuracy, completeness and sufficiency of information provided by others, either because it is impossible to verify, or because of errors or omissions that may have occurred in assembling such information.
Customer is responsible for providing a secure and safe work environment for all parties, including Refurb Battery and its employees, contractors, sub-contractors and agents. This contains at least (but this is not an exhaustive list) the possibility of switching off the entire installation using an isolation switch. In case Customer cannot provide a sufficiently safe work environment, she is required to report this to Refurb Battery. Any consequences and/or additional costs as a result thereof will be borne by Customer.

11.2 Care for the Equipment
The Customer is fully responsible (and always at its own expense, unless otherwise agreed upon by the Parties in writing) for (a) safe storage and insurance of the Equipment; and (b) the use of the Equipment in accordance with the specifications provided by Refurb Battery and in compliance with relevant laws and regulations. Failure to comply to this article results in loss of guarantee. 

The Customer shall make no alteration to the Equipment

The Customer shall not remove any existing component(s) from the Equipment

The Customer shall ensure that the Equipment is not used for a purpose that exceeds its determined capacity or in a manner that is likely to lead to deterioration (except for normal wear and tear).

The Customer shall not use the Equipment for any unlawful purpose.

The Customer indemnifies Refurb Battery for all and any losses, damages, costs and expenses that are the result of non-compliance with this in article 11.

12. DATA

12.1 Data ownership
Refurb Battery shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Equipment and related systems and technologies (including but not limited to information concerning the Customer’s use of the Equipment as well as data derived therefrom) and Refurb Battery will be free to use such information and data to improve and enhance the performance of the Equipment and for other development, diagnostic and corrective purposes in connection with the performance of the Equipment and related services. Refurb Battery will further be free to disclose such data solely or in aggregate or other de-identified form in connection with its business. No licenses are granted to the Customer unless this is agreed explicitly in writing with the Customer.

12.2 Processing personal data
The Customer acknowledges that Refurb Battery may collect and process information about the Customer and its officers, employees, relations or representatives (Personal Data) in the course of the performance of the services to the Customer under the Master Agreement in accordance with the General Data Protection Regulation. The processing is necessary for the performance of the Agreement.
Customer hereby agrees that Refurb Battery processes the Personal Data for these purposes. The Customer also agrees that Refurb Battery may disclose Personal Data to its suppliers or to third parties if this is required for theperformance of the Agreement or if there is a legal obligation to do so. In connection with the above, the Customer will indemnify and hold Refurb Battery harmless against any third-party claims (including but not limited to claims from the aforementioned officers, employees, relations or representatives and/or supervisors and authorities).

13. END OF LIFE MANAGEMENT AND OBLIGATION TO MAKE BATTERY TRAYS AVAILABLE FOR CIRCULAR PROCESSING

13.1 End of Life of Equipment managed by Refurb Battery
As a producer of energy storage solutions Refurb Battery has the obligation to prepare for end of life disposal of the Equipment upon Customer decommissioning. Refurb Battery provides circular energy storage solutions which includes the optimal end of life reuse, recycling and disposal of components. To meet its sustainability commitments Refurb Battery must take possession of all the Equipment it produces upon decommissioning and manage its End of Life. 
The Customer commits to collaborate with Refurb Battery and its End of Life management of the Equipment. Customers shall not dispose of decommissioned Equipment in an alternative way unless agreed in writing with Refurb Battery.
In case of a sale of the Equipment to a third party prior to decommissioning this commitment will be passed on to the acquiring party. Refurb Battery commits to take back the Equipment at no cost to the Customer and organize end of life disposal in compliance with regulations.

13.2 Preparation of Equipment for End of Life disposal
When the Customer decides to decommission the Equipment, she shall prepare for the return of the entire Equipment (the decommissioning) to Refurb Battery. The transport of the Equipment from the Customer’s location in The Netherlands to a location of Refurb Battery shall be performed by a subcontractor appointed by Refurb Battery at Refurb Battery’s expense.

13.3 End of Life disposal letter
Upon the time of returning the Equipment to the location of Refurb Battery, the Customer may request an end of life disposal letter prepared by a Refurb Battery employee or agent confirming compliant disposal of the Equipment.

14. INSURANCE

14.1 Customer responsible for insurance
The Customer shall provide insurance of the Equipment and itself against all risks related to the Equipment at its own expense. For the avoidance of doubt: these risks shall in each case include but not be limited to theft, intentional and unintentional damage, fire, flood and all risks arising from the presence or operation of the Equipment at the Location (including, subject to the generality of the foregoing, legal liabilities to third parties arising from the operation of, or in connection with, the Equipment). Refurb Battery must be named as the beneficiary.

15. LIMITATION OF LIABILITY REFURB BATTERY

15.1 Information and advice

The Customer acknowledges and accepts that, upon entering into the Master Agreement, Refurb Battery trusts any advice, communications, claims or guarantees given or made by the Customer to Refurb Battery or its employees, co-workers or agents, including those relating to the Equipment, its use (whether related to specification, performance or fitness for any purpose) and location. Refurb Battery is not liable vis-à-vis the Customer if any attributable shortcoming in performance, tort or other ground for liability is attributable to the fact that such advice, communications, claims or guarantees are incorrect, incomplete or misleading.

15.2 Limitation of liability
Refurb Battery shall not be liable for any damages, whether direct or indirect, suffered by the Customer and/or any third party as a result of the Equipment supplied and/or services performed, including but not limited to damages by breach of contract, wrongful act and/or product liability, unless such damage has been caused by an attributable failure to perform, unlawful act or otherwise, or any other mistake by Refurb Battery or its employees, co-workers or agents.
Indirect damages within the meaning of this article include (but are not limited to): (a) loss of or damage to the Refurb Battery Equipment and/or to any other device, object, person or (other) property located near those Equipment and/or (b) consequential or indirect loss, howsoever caused or arising, including but not limited to and whether directly or indirectly caused, any loss of profit (actual or anticipated), loss of use, loss of production (including loss of hydrocarbons), loss of contracts, loss of opportunities, loss of revenue, cost of capital, costs of replacement, loss of goodwill, loss of reputation, loss of information or data, loss from any third party contracts, loss due to business interruption, loss of interest, loss of power, cost of purchased or replacement power, contractual claims from third parties or any indirect, incidental, punitive, special or consequential losses or damages arising from or in connection with its performance or non-performance under this Agreement and whether based upon contract, tort, or any other legal theory.
In no event shall Refurb Battery be liable or responsible to Customer or any other party for: (i) any loss, damage or injury caused by, resulting from or in any way connected with the Equipment, its operation or its use; or (ii) Refurb Battery's failure to deliver the Equipment as required hereunder or Refurb Battery’s failure to repair or replace non-working Equipment. 
The Customer acknowledges and assumes all risks inherent in the operation, use and possession of the Equipment from the time the Equipment is delivered to Customer and will take all necessary precautions to protect all persons and property from injury or damage from the Equipment.
Notwithstanding anything to the contrary in the Agreement, Refurb Battery’s total cumulative liability for any act or omission, whether in contract, at law (including negligence or strict liability), any legal or equitable theory or otherwise, shall not exceed in the aggregate 50% of the invoice amount of the relevant Equipment
in the order confirmation, unless such damage has been caused by gross negligence or willful misconduct of Refurb Battery.
To the extent that a court determines that the limitation of liability as meant in this Article 15 cannot be invoked against a particular claim for damages by the Customer, Refurb Battery’s liability including but not limited to loss of property, damage to property, and bodily injury (including death) caused by the application of those particular Refurb Battery Equipment, shall in any event be limited to the amount actually paid out by Refurb Battery’s insurance company to Refurb Battery in accordance with the insurance cover of that insurance policy for that particular type of loss or damage. Refurb Battery has taken out insurance against certain risks, as described in the respective insurance policies. These policies contain a usual limitation of insurance payment to be paid out to Refurb Battery if, and to the extent that, the event is a covered event.
Customer is obligated to indemnify, defend and hold Refurb Battery harmless for and from all claims of third parties for compensation of damages in connection with the Master Agreement or Service Agreement.

15.3 Injury or death
Nothing in the Master Agreement excludes Refurb Battery’s liability for the death or physical injury of a person, or other damage occurred in relation to the Master Agreement, caused by gross negligence, including intent or willful recklessness, of Refurb Battery or its employees, co-workers or agents.

15.4 Exclusion of warranty
Refurb Battery makes no commitments and gives no guarantees of any kind – legally, expressly or implied or otherwise - regarding the Equipment or regarding the quality and condition of the Equipment, including but not limited to its suitability for a specific or general purpose, or any warranty arising from any course of dealing, course of performance or usage of trade and specifically disclaims any representation or warranty that the Equipment will meet Customer’s requirements, perform any specific function or achieve a desired result other than expressly stated by Refurb Battery in writing.

15.5 Force Majeure
Refurb Battery shall not be liable for any delay in the fulfilment or non-fulfilment of its obligations or part thereof under the Master Agreement, or for a direct or indirect consequence of non- performance or delayed performance, if the delay or non-performance can be attributed to Force Majeure or the failure of a part, component or part of the Equipment that is caused by, or in connection with, a Force Majeure.
In the event of Force Majeure Refurb Battery is entitled to terminate the Master Agreement, or suspend performance of the Master Agreement until the circumstance that causes the Force Majeure has ceased to exist, and the Customer shall not be entitled to any compensation or damages for any loss or damage.
Refurb Battery is entitled to require payment for any acts carried out in connection with the execution of the Master Agreement prior to the Force Majeure having occurred. In case of Force Majeure upfront notification from Refurb Battery to Customer is not required.

16. DISCLAIMER

The Customer is solely responsible for, and fully indemnifies Refurb Battery (a) for damage that occurs to or in relation to the Equipment; or as a result of the use or situation of the Equipment; (b) the Customer must fully indemnify Refurb Battery against all claims, by anyone, for personal injury or material damage resulting from or in connection with the use or situation of the Equipment and with regard to all costs and expenses associated with it related to any legal basis; and (c) costs, fines, damages, assessments and/or expenses that have been levied, imposed, incurred or granted due to a violation of applicable environmental laws, rules or regulations in connection with the dumping, dispensing and/or disposal of hazardous materials or substances in the course of the operation, use, treatment or transport of the Equipment. The indemnities do not apply to the extent that the loss or damage results from negligence, including intent or willful recklessness, on the part of Refurb Battery or its employees, co-workers or agents.

17. PRICES AND PAYMENT

17.1 Prices
All prices are in euro. Prices quoted by Refurb Battery do not include VAT, duties and other governmental levies. Prices also do not include the costs of packaging, transport, toll, travel and board, installation, shipping an administrative costs, unless explicitly agreed in writing. 

17.2 Payment Term
Unless otherwise agreed to in writing, invoiced amounts are due in full, immediately upon receipt of the invoice. Customer must pay the invoice within 14 (fourteen ) days upon invoice date (the “Payment Term”), unless agreed otherwise. All amounts due under the Master Agreement and Service Agreement shall be paid in full without any set- off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). There is no discount on payment before the payment period. Cancellation is not possible.

17.3 Interest due to late Payment
If Customer fails to fulfil a payment obligation it is in default without any further warning or notice of default being required. Customer will in that event owe Refurb Battery both extrajudicial and court costs in connection with the collection of everything that Customer owes Refurb Battery. The extrajudicial collection costs will amount to 15% of the amount owed, with a minimum of EUR 500 (five hundred euros). As from the moment when Customer is in default of payment it will owe interest on the outstanding amount equal to the applicable statutory interest rate at that time plus 4%. If the collection of an outstanding debt leads to legal proceedings, the actual costs of a lawyer or legal representative incurred by Refurb Battery will be payable by Customer, also if these costs exceed the order for costs, unless the court has not given an order for costs or rules in favour of Customer. The services charged by the lawyer or legal representative engaged by Refurb Battery must be reasonable, in accordance with the standards of the Netherlands Bar Association.
Each payment will always serve to first pay interest and costs and next the oldest outstanding invoice, also if Customer states upon payment that the payment relates to a more recent invoice. 
All claims Refurb Battery may have will become immediately due and payable if Customer is granted suspension of payments, is offered a debt restructuring within the meaning of Article 284 ff. of the Dutch Bankruptcy Act, is declared insolvent or is otherwise unable to pay its debts. This will also be the case if Customer changes the legal form of its undertaking or transfers it to a third party or relocates the place of its establishment and/or his place of residence abroad.

17.4 Partial invoicing
Unless agreed upon in writing, Refurb Battery remains the right to invoice part of the work at the commencement of the Master Agreement and the other part upon delivery of the agreed upon works.
Percentages are agreed upon in the Master Agreement.
In case Parties agree upon a (partial) payment on the delivery of the works, the initially agreed upon delivery date in the contract is leading. Delays and/or rescheduling the delivery date does not constitute a right to delay and/or reschedule the payment.

17.5 Suspension of work
Refurb Battery is allowed to suspend work when an invoice is not paid within the payment term. Refurb Battery is also allowed to require an advance to an invoice whenever she deems necessary and/or cancel an assignment when she reasonably foresees that payment will not be made. The customer is not entitled to suspend its obligations.

18. TERMINATION

Refurb Battery has the right to terminate the Agreement in whole or in part with immediate effect in writing to Customer, without any obligation to pay compensation, and without a notice of default or court intervention, if (a) the Customer fails to perform any obligation, properly or timely; or (b) the Customer does not pay the amounts owed to Refurb Battery on a timely basis; or (c) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (d) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer; or (e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer; or (f) the Customer is the subject of a bankruptcy petition or order; or (g) a total loss occurs in relation to the Equipment; or (h) a creditor of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within 14 days; or (i) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or (j) the Customer is doing or having something done or allowing or undergoing an act that damages or jeopardizes Refurb Battery’s rights to
the Equipment; or (k) a Force Majeure situation during a consecutive period of 14 days prevents delivery of the Equipment and/or the performance of all or part of the services of Refurb Battery under the Master Agreement. Upon termination Refurb Battery is authorized to immediately take possession of the Equipment and shall do so ultimately within 14 calendar days and shall be granted access to the Equipmentwherever it is located. The termination of the Master Agreement has no consequences for the rights of Refurb Battery that exist on the date of the termination.

19. INTELLECTUAL PROPERTY

19.1 Intellectual Property Rights include patents, copyrights, trademark rights, design and model rights, database rights and trade name rights, neighbouring rights and any other intellectual property rights, or the right to obtain such intellectual property rights by registration, application, filing or otherwise. All intellectual property rights in all materials (whether in hard copy or electronic form) which Refurb Battery relating (directly or indirectly) to the Agreement will, as between the Parties, be owned by Refurb Battery. Refurb Battery shall be regarded as the creator, inventor or designer,
respectively, of what is created under the Agreement.

19.2 Refurb Battery has the exclusive right to register an intellectual property right (or an application for such a right) created in the context of the Agreement (or in the context of the execution of the Agreement) in the appropriate registers.

19.3 The Customer waives all intellectual property rights that it may invoke in relation to the Agreement, insofar as this does not concern intellectual property rights of the Customer that already existed at the time that the Agreement was concluded. The Customer waives the personality rights mentioned in Article 25 first paragraph under b and c of the Dutch Copyright Act, and shall not invoke the
authority granted in Article 25 fourth paragraph of the Dutch Copyright Act.
19.4 The Customer shall without Refurb Battery’s prior written consent not be allowed to publish or otherwise disclose its logos, names, visual material or any other reference to Refurb Battery or companies affiliated to Refurb Battery.
19.5 If the obligations mentioned in this article are violated by the Customer, the Customer forfeits an immediately payable fine of €25,000 per violation, without prejudice to Refurb Battery’s right to claim fulfillment of the Agreement and/or full compensation. 
19.6 The Customer's obligations under this article 19 shall survive the termination of this Agreement.

20. CONFIDENTIAL INFORMATION

20.1 The Customer is obliged to maintain strict confidentiality regarding all information and data (including but not limited to offers, designs, models, images, drawings, calculations, descriptions, objects, prices and processes, and the technology and design of the replacement parts and spare parts for the Equipment and items associated with the Equipment including, but not limited to, documentation, forms, trade marks, instructions, operating manuals, business information, know-how concerning Refurb Battery and other information).
20.2 The Customer shall not, without Refurb Battery' prior consent in writing, copy or cause to be copied or disclosed any details of such technology, design, procedure or items to a third party.
20.3 The Customer may only make use of such details to the extent necessary to enable the Equipment to be used in a manner reasonably contemplated by Refurb Battery.
20.4 The Customer may only disclose such details to those of its employees by whom it is required to enable the Equipment to be used in a manner reasonably contemplated by Refurb Battery.
20.5 Notwithstanding the confidentiality obligations of the Parties, the Customer hereby agrees that Refurb Battery may use the name of the Customer and general information about the project for publicity and reference purposes.
20.6 The Customer's obligations under this article 20 shall survive the termination of this Agreement.
20.7 Upon request of Refurb Battery, the Customer shall return this information to Refurb Battery, in sound condition within fourteen (14) days, or destroy it.
20.8 If the obligations mentioned in this article are violated by the Customer, the Customer forfeits an immediately payable fine of €25,000 per violation, without prejudice to Refurb Battery’s right to claim fulfillment of the Agreement and/or full compensation.

21. GENERAL PROVISIONS

21.1 Confidentiality
All information obtained by a party regarding the activities or business of the other party is confidential and each party shall use any other party's confidential information only to perform its obligations under this Master Agreement.

21.2 Priority of each document
In the event of a conflict between the provisions of the documents forming the Master Agreement, the priority of each document on the others is determined by the following order: the Master Agreement shall prevail. The Master Agreement and the GTC always prevail over any other document executed in connection with the provision of the services and purchase or rental of Equipment.

21.3 Master Agreement remains valid in the event of certain provisions being invalid
If any provision of the Master Agreement, including the GTC,is or becomes invalid or becomes illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall
not affect the validity and enforceability of the rest of the Master Agreement.

21.4 No permanent waiver of rights by Refurb Battery 
No failure or delay by Refurb Battery to exercise any right or remedy in relation to the Master Agreement or these GTC or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21.5 Master Agreement changes
No changes to the Master Agreement shall be effective unless explicitly agreed in writing and duly signed by Refurb Battery and the Customer by an authorised person.

21.6 Assignment
The Customer shall not assign, transfer or subcontract any of its rights and obligations under the Master Agreement or any part thereof without the prior written consent of Refurb Battery. This permission is entirely reserved for Refurb Battery and shall only be given in exceptional circumstances.

21.7 Competent court
Any disputes about the interpretation or performance of this Master Agreement are exclusively subject to the judgement of the competent courtZeeland-West-Brabant, in Breda, the Netherlands.

21.8 Applicable Law
The Master Agreement and the relationship of the contracting parties that ensue from it are governed by Dutch law. The Vienna Sales Convention (CISG) shall not apply. These GTC have been drafted in English. In case of discrepancies between the English version and any translated version the original English version shall prevail in all cases.