General Terms and Conditions of Sale

1. Scope of Application

1.1 The following General Terms and Conditions of Sale (hereinafter referred to as "GTC") of neoom switzerland ag (hereinafter referred to as "neoom") apply to all our business relationships between neoom and the customer (hereinafter referred to as "customer") for all energy and charging solutions distributed by neoom.

1.2 All offers from neoom in the field of energy and charging solutions are made exclusively under the following conditions, and all contracts are concluded solely based on these GTC.

1.3 Deviating, differing, or supplementary conditions of the customer are not recognized by neoom unless neoom has expressly agreed to their validity in writing.

1.4 The requirement for consent in clause 1.3 also applies if neoom, aware of conflicting or differing or supplementary conditions of the customer, unconditionally executes the delivery to the customer.

1.5 The GTC apply only if the customer is not a consumer within the meaning of the UWG.

1.6 Individually negotiated agreements with the customer (including side agreements, supplements, and changes) take precedence over these GTC in any case. The content of such agreements is determined, subject to proof to the contrary, by a written contract or neoom's written confirmation.

1.7 Legal declarations and notifications from the customer regarding the contract (e.g. setting deadlines, reporting defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Legal formal requirements and further evidence remain unaffected.

2. Conclusion of the contract and subject matter of the contract, assignment of claims

2.1 Offers from neoom are non-binding and subject to change. This particularly applies to offers in brochures, advertisements, and other promotional materials. Technical changes, as well as changes in form, color, material, weight, etc., are reserved within the framework of technical progress and what is reasonable. Mere catalog information or information on websites are also non-binding and may no longer be current in this sense.

2.2 Economic calculations that can be accessed on neoom's websites, depicted in brochures and other documents from neoom, as well as those possible through software that may be provided by neoom, serve solely as guidance regarding the potential profitability of a system. These calculations explicitly do not provide certainty about the actual economic viability of the system and do not constitute any assurance from neoom. neoom expressly points out that legal framework conditions as well as, for example, ongoing operating costs, self-consumption, subsidies, and similar variables can change at any time. The customer is aware of this and must inquire about the current data and advise their end customers accordingly and point this out.

2.3 The order of the goods by the customer is considered a binding contractual offer. Unless otherwise stated in the order, neoom is entitled to accept this contractual offer within 4 weeks of its receipt by neoom.

2.4 The acceptance can be declared either in writing (e.g., by order confirmation) or by delivering the goods to the customer.

2.5 The subject of the contract consists of the goods and services specified in the order confirmation. The delivery of specific, used components for the production of a good is explicitly not guaranteed. The selection of individual components of goods is solely the responsibility of neoom.

2.6 neoom is entitled to engage subcontractors (third parties) for the fulfillment of the contract. Customer consent is not required for this.

2.7 The customer is not entitled to transfer and/or assign rights or obligations from the binding contractual relationships between the parties to third parties without the prior written consent of neoom.

3. Provided documents, Industrial property rights

neoom remains the owner of all protection, copyright, and exploitation rights to the plans, construction drawings, presentations, and all illustrations, drawings, recordings, construction and circuit diagrams, and other documents provided to the customer in the context of fulfilling the order, whether in written or electronic form, created by neoom or its contractual partners. They may not be made accessible to third parties or exploited by the customer without permission from neoom. Upon request from neoom, they must be returned with a sworn statement that no copies have been made. The customer is liable for any use of the information and documents in their possession that contradicts these terms and conditions, regardless of fault. For each violation of these obligations, the customer owes a contractual penalty of CHF 30,000.00. Payment of the contractual penalty does not exempt the customer from fulfilling the obligation. The assertion of further claims for damages and injunctions is expressly reserved.

4. Prices, Payment Terms, Cancellation Fees

4.1 The prices are non-binding and are understood as net prices in Swiss francs plus VAT. The prices apply EXW according to Incoterms 2020 from neoom's location or from another location designated by neoom, exclusive of packaging and disposal fees. Neoom is entitled to charge these separately.

4.2 neoom is entitled to adjust the prices according to the cost increases that occur between the order and delivery.

4.3 Payments are to be made within 14 days from the issuance of the invoice. Debt-releasing payment must be made exclusively to the account specified in the invoice.

4.4 neoom is (also in the context of an ongoing business relationship) entitled at any time to carry out a delivery in whole or in part only against advance payment. A corresponding reservation is declared by neoom at the latest with the order confirmation, unless liquidity shortages are recognizable on the part of the customer.

4.5 Upon expiration of the above payment deadline, the customer is in default. The price is to be accrued with the applicable statutory default interest rate during the default period. neoom reserves the right to assert a further default damage claim, whereby the default damage is owed regardless of the customer's fault. In addition, neoom can waive subsequent performance without setting a grace period and either demand compensation for the damage resulting from non-fulfillment or withdraw from the contract.

4.6 If the performance of the goods or the model type specified in the order confirmation is subsequently changed at the customer's request, neoom offers these services separately.

4.7 Set-off or retention rights (rights to refuse performance) are only granted to the customer to the extent that their counterclaims are legally established or undisputed. In the case of defects in the delivery, the customer's counter-rights, in particular according to clause 9.6 of these terms and conditions, remain unaffected.

4.8 For foreign orders, payments are to be made in Swiss francs to the specified payment office. Domestic or foreign fees that would burden the payment office of neoom are to be borne by the customer.

4.9 neoom has the right to send invoices electronically via email, download link, or fax. The customer expressly agrees to electronic transmission. A customer's request for a paper invoice will be charged by neoom as additional effort and does not have a suspensive effect on the due date of the electronic invoice.

5. Delivery time, delivery delay, and customer acceptance delay

5.1 The delivery dates mentioned in the order are non-binding estimated delivery dates. The delivery period will be individually agreed upon or specified by neoom upon acceptance of the order.

5.2 If neoom cannot meet binding delivery deadlines for reasons not attributable to neoom (in particular, force majeure, especially due to the occurrence of unforeseeable, extraordinary circumstances such as war, civil unrest, confiscation, energy supply difficulties, national and international raw material shortages, strikes or lockouts, operational disruptions, a pandemic declared by the WHO, or other circumstances not attributable to neoom and only removable with unreasonable effort), neoom will promptly inform the customer and simultaneously communicate the estimated new delivery period. If the service is also unavailable within the new delivery period, neoom is entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer will be promptly refunded by neoom. No further compensation for damages is owed.

5.3 With regard to the agreed delivery condition EXW (Incoterms 2020), neoom is only obligated to provide the delivery item in a timely manner at the agreed location at the agreed delivery time, so that the customer can take it over there. neoom is not liable for delivery delays caused by a transport person commissioned at the customer's request.

5.4 The start of the delivery time specified by neoom in any case requires the timely and proper fulfillment of the customer's obligations from the entire business relationship, particularly the receipt of payment and the timely fulfillment of all required cooperation actions. The objection of an unfulfilled contract is expressly reserved.

5.5 neoom is entitled to make partial deliveries as long as this is reasonable for the customer.

5.6 The customer is obligated to accept the delivery or pick it up.

5.7 If the customer is in default of acceptance or violates other cooperation obligations, neoom is entitled to demand compensation for the damage incurred as a result, including any additional expenses, regardless of any potential fault. Further claims or rights are reserved.

5.8 The rights of the customer according to Section 11 of these General Terms and Conditions and neoom's statutory rights, particularly in the event of an exclusion of the performance obligation (e.g., due to impossibility or unreasonable performance and/or subsequent performance), remain unaffected.

6. Delivery, transfer of risk

6.1 Unless otherwise stated in the order confirmation, delivery is agreed EXW (Incoterms 2020) from neoom's registered office or from another location designated by neoom, which is also the place of performance for the delivery and any subsequent fulfillment. Any fees for customs clearance are to be borne by the customer and will be listed separately in the order confirmation.

6.2 At the request and expense of the buyer, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, neoom is entitled to determine the method of shipping and packaging (in particular, the carrier, shipping route, packaging) itself. The costs of packaging may be charged separately by neoom to the customer. The costs for the disposal of packaging materials are to be borne by the customer.

6.3 The customer must inspect the delivery for visible damage upon receipt from the carrier. Visible damage must be recorded in writing in the shipping handover protocol and documented with photos. neoom must be informed immediately of any damage found. For damages that are not reported to the carrier by the customer upon receipt or not communicated to neoom immediately, neoom shall not be liable.

6.4 The risk of accidental loss and accidental deterioration of the goods passes to the buyer upon conclusion of the contract or, in the case of generic goods, upon the removal of the item. This also applies to the sale by dispatch.

7. Additional Services from neoom

As far as neoom provides services or work for the customer according to the order confirmation, the customer must duly and timely perform the necessary cooperation actions for the execution of the services.

8. Creditworthiness

8.1 A prerequisite for a delivery obligation of neoom is the creditworthiness of the customer. If neoom receives information after the conclusion of the contract indicating that the granting of credit in the amount of the order volume is not secured, neoom is entitled, despite contrary agreements, to demand advance payments, security deposits, or cash payment. If the customer does not provide security within the set deadline, neoom may withdraw from the contract.

8.2 neoom is entitled to terminate existing contracts for good cause in the event of negative credit reports that make the fulfillment of the customer's contractual obligations questionable. The customer shall bear the damage incurred by neoom as a result.

8.3 neoom is further entitled to terminate the contractual relationship without notice, as far as the customer is in default with any of its obligations arising from the binding contractual relationships between the parties and this situation is not remedied within the set deadline despite a reminder.

9. Claims for defects, liability, recourse, warranty

9.1 Liability for defects is excluded to the extent permitted by law. This exclusion does not apply to expressly guaranteed properties or fraudulently concealed defects. The rights for defects expire if they are not asserted within one year from delivery (Art. 210 OR).

9.2 Liability for indirect damages or consequential damages, in particular for lost profits or production losses, damage to reputation, liability damages, legal costs, etc. is excluded to the extent permitted. Liability for auxiliary persons is also excluded.

9.3 The customer's rights regarding defects require a timely inspection of the goods and a notice of defects (within 5 days). Furthermore, the customer must ensure that they have properly fulfilled the obligations agreed upon in point 6.

9.4 Changes in the execution of services as well as other changes that serve technical progress do not constitute defects and are to be communicated to the customer only in the event of increased costs.

9.5 The parties individually agree on the existing and non-existing properties of the goods. Excluded from this are – as specified in section 2.2 of these terms and conditions – economic calculations in brochures and other documents as well as possible economic calculations using software that neoom may provide. Neoom assumes no liability for public statements made by another party in the contractual chain or other third parties (e.g., advertising statements) that the customer has not indicated as being decisive for their purchase. Neoom is generally not liable for defects that the customer is aware of or grossly negligent in not being aware of at the time of contract conclusion.

9.6 If operating or maintenance instructions, particularly the storage conditions according to the provided data sheets (Technical Data Battery Packs and Technical Data Sheet) are not followed, changes are made to the goods, parts are processed or replaced by the customer or unauthorized and unqualified third parties, or if the customer or an unauthorized and unqualified third party performs other services on the goods, the claims for defect rectification are void to the extent that the defect arose from this. The same applies to defects that arise from excessive use or improper handling contrary to the product specifications.

9.7 If there is a defect, neoom will choose between remedying the defect or providing a replacement. neoom's right to refuse subsequent performance under the statutory conditions remains unaffected.

9.8 The customer must check the delivery for visible damage upon receipt from the carrier. Visible damage must be recorded in the shipping handover protocol and documented with photos. neoom must be informed immediately of any identified damage. For damages that are not reported by the customer to the carrier upon receipt, both the carrier and neoom must be held harmless.

9.9 Damage to the product or packaging must be reported immediately to neoom upon receipt of the goods and noted on the freight document of the transport service provider. Hidden damages (defects) that were not visible upon receipt must be reported in writing to neoom and/or the carrier immediately after discovery, but no later than one week after acceptance of the goods. The customer must prove the existence of the damage and the time of discovery. The burden of proof for the timeliness of the defect notification lies with the customer. If hidden damages are not reported in a timely manner, all warranty, compensation, and other claims of the customer will expire.

9.10 In all cases, neoom recommends confirming the receipt of goods on the freight document upon delivery by a transport service provider only with "Goods are accepted subject to possible damages."

9.11 The customer must provide neoom with the time and opportunity required for the owed subsequent performance, in particular to hand over the disputed goods for inspection purposes. In the case of a replacement delivery, the customer must return the defective item to neoom in accordance with the statutory provisions. The subsequent performance does not include the removal of the defective item or the reinstallation if neoom was not originally obligated to install it. Defective goods and components must therefore be returned to neoom at the customer's expense and upon request from neoom, in accordance with the instructions provided by neoom. For properly returned goods to neoom, it is essential that the customer uses the procedure specified by neoom, particularly the provided return labels, and properly labels the goods/components.

9.12 If the subsequent performance has failed or if a reasonable period set by the customer for the subsequent performance has expired without success or is dispensable under statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the case of a minor defect.

9.13 The performance and product guarantees of the manufacturers of the components used (e.g., for inverters) are granted exclusively by the respective manufacturers. After the warranty periods have expired, any claims of the customer under these guarantees must be asserted directly against the manufacturer.

9.14 The expenses necessary for the purpose of inspection and subsequent fulfillment, particularly transport, travel, labor, and material costs as well as any disassembly and assembly costs, shall be borne or reimbursed by neoom in accordance with the statutory provisions, if a defect actually exists. Otherwise, neoom may demand reimbursement from the customer for the costs arising from the unjustified demand for defect rectification (especially inspection and transport costs).

9.15 Further liability claims, particularly those arising from positive breach of contract, are excluded to the extent permitted by law.

10. Retention of Title

10.1 neoom retains ownership of the delivery item until full payment of all claims arising from the business relationship with the customer has been made. If the customer is in default of payment of the purchase price, neoom is entitled to have the retention of title registered at the expense of the buyer.

10.2 In the event of a breach of contract, particularly in the case of payment default by the customer, neoom is also entitled to reclaim the delivery item in accordance with statutory provisions. The return of the goods by neoom constitutes a withdrawal from the contract. After the return of the delivery item, neoom is entitled to exploit it. The proceeds from the exploitation shall be credited against the customer's liabilities (less actual exploitation costs).

10.3 The customer is entitled to resell the delivered goods in the ordinary course of business. However, he already assigns to neoom all claims in the amount of the claims of neoom (including VAT) that arise from the resale against his customers or third parties, regardless of whether the delivery item has been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. The authority of neoom to collect the claim itself remains unaffected. However, neoom undertakes not to collect the claim as long as the customer fulfills his payment obligations from the collected revenues, does not fall into payment default, and in particular, no application for the opening of insolvency proceedings is filed or a payment cessation occurs. If this is the case, the customer is obliged to inform neoom of the assigned claims and their debtors, to provide all necessary information for collection, and to hand over all documents.

10.4 The customer must handle the goods subject to this reservation with care. He must insure them at his own expense against fire, water, and theft damage to their full value. If maintenance and inspection work becomes necessary, the customer must carry it out in a timely manner at his own expense.

11. Software Use

Regarding the neoom CONNECT software included with certain goods, the separate terms and conditions applicable at the time of the contract conclusion apply. These can be accessed at www.neoom.com/agb-connect in the current and valid version.

12. Data Protection

12.1 neoom treats the data entrusted to it confidentially and handles it responsibly. The corresponding privacy policy is available at any time at www.neoom.com/datenschutz.There you will find information about the type, scope, and purpose of data collection.

12.2 neoom expressly points out that there is a separate privacy policy for the software neoom CONNECT, which is available at www.neoom.com/datenschutz-connect available.

13. Final provisions, jurisdiction, and applicable law

13.1 The exclusive jurisdiction for all disputes arising directly or indirectly from the contractual relationship is neoom’s registered office. However, neoom is also entitled in all cases to file a lawsuit at the place of performance of the delivery obligation according to these terms and conditions or a priority individual agreement or at any general jurisdiction of the customer in the country and abroad. Furthermore, neoom is entitled – nationally as well as internationally – to sue at the court of the location where a branch of the customer is located and at the competent court in whose district assets or an object claimed in the lawsuit is located. Priority statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.

13.2 Swiss law applies to these terms and conditions and the contractual relationship between neoom and the customer, excluding the UN Sales Convention.

13.3 Should individual provisions of these terms be invalid or unenforceable, this shall not affect the validity of the remaining provisions.