1. General

1.1 The scope, quantity, quality, functionality and technical specifications of any goods, equipment, documentation, software, work or services to be provided by Green Tech Solutions srl (collectively referred to as “Supplies”) are exclusively defined as the case may be either in the order confirmation of Green Tech Solutions srl or the Contract signed by the Customer and Green Tech Solutions srl.

1.2 The offer from Green Tech Solutions srl together with these terms and conditions and those other documents expressly identified in the offer letter as forming part of the contract shall together constitute the entire agreement between the parties (the “Contract”). Any terms and conditions of the Customer shall apply only where expressly accepted in writing by Green Tech Solutions srl.

1.3 References in the Contract to “Green Tech Solutions srl” are to the Green Tech Solutions srl legal entity which signs the Contract, unless the context otherwise requires. References to the “Customer” are to the legal entity to which the offer letter is addressed.

2. Prices and Terms of Payment

2.1 Unless agreed otherwise in writing, prices exclude VAT, packing, freight, insurance of freight and any other additional charges (such as import or export duties). The price payable by the Customer under this Contract shall be referred to in this Contract as the “Contract Price”.

2.2 Each party must pay all sums that it owes to the other party under this Contract free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as agreed otherwise in writing or as may be required by law.

3. Delivery Times and Delay

3.1 Any agreed dates in respect of the Supplies or any part of them shall be extended by a reasonable period of time if and to the extent that Green Tech Solutions srl is delayed or impeded in the performance of its obligations by any third party or by the failure of the Customer to perform its obligations. This includes without limitation the delivery of required documents (such as necessary permits and approvals), timely performance of any work to be undertaken by the Customer or any third party appointed by the Customer, and compliance with the terms of payment.

3.2 Green Tech Solutions srl may, if it is reasonable to do so, deliver the Supplies in stages or instalments and shall be entitled to invoice for the Supplies on a corresponding basis.

3.3 If Green Tech Solutions srl does not meet the agreed final delivery date solely due to the fault of Green Tech Solutions srl, the Customer shall be entitled to liquidated damages for delay amounting to 0.5% of the price of the delayed part of the Supplies per each completed week of delay, for which the Customer suffered loss as a result of such delay. Liquidated damages for delay payable in case of delay shall be limited to 5% of the price of the delayed part of the Supplies but in any case, shall not exceed 5% of the total Contract Price.

3.4 Any other liability of Green Tech Solutions srl and any claims, rights and remedies of the Customer in case of delay other than those expressly stipulated in this Clause 4 and in Clause 11.2 a) below shall be excluded, to the extent permissible by law.

3.5 If the Supplies fail to meet any performance figures in the Contract solely due to the fault of Green Tech Solutions srl, Green Tech Solutions srl shall be given additional reasonable time to achieve such figures by carrying out at its own expense any work which Green Tech Solutions srl considers necessary. If, after completion of the work and all further performance test, the performance figures are not reached, the Customer shall be entitled to liquidated damages at such rate as may be specified in the Contract but which shall in no event exceed 5% of the price of the part of the Supplies failing to meet the agreed figures. The payment of liquidated damages shall be the Customer’s only remedy for and in connection with the non-achievement of any technical performance figures required under the Contract.

4. Transfer of Risk and Title

4.1 Risk of damage to or loss of any part of the Supplies shall pass to the Customer upon delivery.

4.2 The Supplies shall be deemed delivered if and when the Customer fails to take over the delivery without cause. In such case, the Supplies can be stored and insured at the risk and expense of the Customer and any payment shall become due. The same consequences shall apply on the scheduled date of delivery if the dispatch is postponed for reasons attributable to the Customer.

4.3 Title in any part of the Supplies shall remain with Green Tech Solutions srl until Green Tech Solutions srl has received full payment for that part of the Supplies.

5. Force Majeure

5.1 A “Force Majeure Event” means any event which is beyond the reasonable control of a party or its subcontractors, which could not have been prevented by good industry practice and which results in a party, its Affiliates or any of its sub-contractors or sub-suppliers (the “Affected Party”) being unable to perform or being delayed in performing in whole or in part its obligations under this Contract. Force Majeure Events include, among others, acts of war, riot, civil commotion, terrorism, natural disaster, epidemic, strikes, lock-outs, attacks on Green Tech Solutions srl’ IT systems (such as virus attacks, hacker attacks).

5.2 If a Force Majeure Event occurs, the Affected Party will be deemed not to be in breach of its obligations under the Contract for so long as and to the extent necessary to overcome the effects of the Force Majeure Event.

5.3 The Affected Party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and of its affected obligations.

5.4 If one or more Force Majeure Events and their effect lasts for a period of 180 days in aggregate either party may terminate the Contract by giving to the other a written notice of termination with regard to the part of the Supplies not yet delivered. With regard to the part of the Supplies not delivered, Green Tech Solutions srl shall be entitled to (i) the outstanding balance of the Contract Price for the Supplies which have been delivered or performed and of those Supplies which are then capable of being delivered, and (ii) reimbursement from the Customer of its unavoidable costs related to such termination.

6. Obligations of the Customer

6.1 The Customer shall apply for and obtain all necessary permits and approvals required for the commissioning, acceptance, and use of the Supplies.

7. Defects Liability

7.1 In this Contract, and subject to Clause 9.2, a defect shall mean any non-conformity of the Supplies with the express terms of this Contract resulting from circumstances existing in the Supplies at the time of the transfer of risk to the Customer (“Defects”).

7.2 In particular, the following shall not be Defects: a) normal wear and tear, non-conformity resulting from excessive strain, b) non-conformity resulting from faulty or negligent handling; non-compliance with instructions or recommendations in operation or maintenance manuals and other documents; c) installation, erection, modification, commissioning, or pre-commissioning, in each case not carried out by Green Tech Solutions srl, d) non-reproducible software errors, e) defects which do not significantly impair the use of the respective Supplies.

7.3 The Customer shall immediately inspect the Supplies upon delivery and shall notify Green Tech Solutions srl in writing of any Defects without undue delay. The Customer’s claims in respect of defects shall be excluded for any apparent defects if the Customer has failed to do so. Upon such written notification, Green Tech Solutions srl shall, at its option, remedy a Defect by repair, replacement, or re-performance. Green Tech Solutions srl shall be given a reasonable period of time and opportunity to remedy the Defect. For this purpose, the Customer shall grant Green Tech Solutions srl working access to the nonconforming Supplies, shall undertake any necessary dis-assembly and re-assembly, and shall provide access to operation and maintenance data, all at no charge to Green Tech Solutions srl. Upon Green Tech Solutions srl´ request, the Customer shall ensure that the title to the replaced parts/items shall pass to Green Tech Solutions srl.

7.4 Unless otherwise agreed, the defects liability period for any part of the Supplies is 12 months for legal entities and 24 months for individuals. It starts at the date of transfer of risk.

7.5 If Green Tech Solutions srl carries out remedial work and it is ultimately not established that there was a Defect, the Customer shall pay Green Tech Solutions srl for such remedial work including error diagnosis.

7.6 Any other liability of Green Tech Solutions srl and any claims, rights and remedies of the Customer in case of defects of the Supplies, shall be excluded except as expressly stipulated in this Clause 7.

8. Liability

8.1 Unless explicitly stipulated in this Contract, this Clause 8 shall exclusively govern the liability of Green Tech Solutions srl for damages, costs and expenditures, regardless of the legal theory upon which it is based, including, but not limited to liability in Contract, in tort (including negligence), misrepresentation, indemnity, under warranty or otherwise.

8.2 Green Tech Solutions srl’ total liability, whether pursuant to any indemnity or in contract, tort (including negligence and breach of statutory duty) or otherwise arising by reason of or in connection with the Contract shall not exceed 20% of the Contract Price per event and shall, under any circumstances, be limited in aggregate to 100% of the Contract Price.

8.3 Unless otherwise provided by mandatory law, any and all liability of Green Tech Solutions srl under this Contract shall cease with the expiry of the defects’ liability period of the Supplies.

8.4 Any rights, and remedies of the Customer against Green Tech Solutions srl that are not expressly stipulated in the Contract shall be excluded.

9. Confidentiality

9.1 The parties shall use any documents, know-how, data or other information provided by the other party (“Information”) exclusively for the purpose of this Contract and keep the same confidential subject to the following. The parties may disclose Information to employees of the receiving party and to third parties who reasonably need to know such Information for the purpose of the Contract provided such employees and third parties are bound by equivalent confidentiality obligations. The party disclosing Information shall be held liable for a breach of such obligations by its employees or a third party.

9.2 This confidentiality obligation shall not apply to Information which a) is or becomes part of the public domain other than by fault of the receiving party; b) is disclosed to the receiving party in good faith by a third party who is entitled to make such disclosure; c) is developed independently by the receiving party without reliance on Information; d) was known to the receiving party prior to its disclosure by the other party; or e) is required to be disclosed by law (subject to the receiving party’s obligation to notify the disclosing party in a timely manner of such requirement).

9.3 This confidentiality obligation shall survive the expiration or termination of this Contract for an unlimited time.

10. Suspension

10.1 Green Tech Solutions srl may suspend performance of its obligations under the Contract, if (i) the Customer is in delay with any payment or in providing any payment security required under this Contract for more than 30 days, (ii) the Customer fails to perform those of its obligations necessary for Green Tech Solutions srl to complete or deliver the Supplies, or (iii) the Customer otherwise materially breaches the Contract.

10.2 If Green Tech Solutions srl suspends the Contract in accordance with Clause10.1 or in the event the Customer suspends the Contract without the express written agreement with Green Tech Solutions srl, the Customer shall become immediately liable to pay Green Tech Solutions srl for all parts of the Supplies already provided. The Customer shall further reimburse Green Tech Solutions srl all reasonable additional costs and expenses incurred as a result of such suspension (e.g. payments to subcontractors, cost of waiting time, demobilization and remobilization, etc.). Any contractual dates shall be extended for a reasonable period to overcome the effects of the suspension.

11. Termination

11.1 Either party may terminate this Contract with immediate effect by written notice, unless otherwise provided by mandatory law, if the other party becomes bankrupt, has a receiving order made against it or compounds with its creditors, or carries on business under a receiver, trustee or manager for the benefit of its creditors or goes into liquidation.

11.2 Save as provided under Clause 5.4 and Clause 11.1, the Customer may terminate the Contract only in the circumstances set out below and in each case upon 14 days written notice to Green Tech Solutions srl: a) in the event of delay, if the maximum liquidated damages under Clause 3.3 are payable, a reasonable additional period of time for delivery has been granted to Green Tech Solutions srl and has expired, and within that time Green Tech Solutions srl has not provided a commitment to pay further liquidated damages exceeding the before-mentioned maximum liquidated damages in respect of the continuing period of delay; or b) in the event Green Tech Solutions srl has materially breached the Contract and has not remedied the breach within a reasonable period after receiving written notification of the breach from the Customer.

11.3 Any termination by the Customer shall not affect those parts of the Supplies already delivered or performed in accordance with the Contract prior to the termination. In the event of termination in accordance with Clause 11.2, the Customer shall remain liable to pay Green Tech Solutions srl for all parts of the Supplies already delivered prior to termination. The Customer shall be entitled to compensation for the reasonable costs incurred in excess of the Contract Price if it had the defective Supplies delivered/remedied by a third party. For the avoidance of doubt, Clause 8 shall apply in case of termination. The right to rescind the Contract is excluded.

11.4 Notwithstanding any other rights it may have under this Contract, Green Tech Solutions srl may unilaterally terminate the Contract based upon a simple notice to the Customer, without the intervention of the court and without any grace period under the following circumstances: a) if the Customer comes under the direct or indirect control of any competitor of Green Tech Solutions srl, or b) if the Customer materially breached the Contract and has not remedied the breach within a reasonable period after a notification by Green Tech Solutions srl or is in delay in making any payment or in providing any payment security required under this Contract for more than 60 days; or c) if the Contract has been suspended for more than 60 days.

11.5 In the event of unilateral termination by Green Tech Solutions srl, Green Tech Solutions srl shall be entitled to recover from the Customer (i) the Contract Price less any saved or avoided expenditure and (ii) any additional cost and expenses incurred by Green Tech Solutions srl due to such termination.

12. Dispute Resolution / Applicable Law

12.1 The Contract and any dispute or claim arising out of, or in connection with, it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the substantive laws of Romania.

12.2 All disputes arising out of or in connection with the Contract including any question regarding the termination or any subsequent amendment of the Contract shall be finally settled by the competent court of justice.