GENERAL TERMS AND CONDITIONS FOR PURCHASE OF GOODS

DATE: December 1st 2021

Unless agreed otherwise in the Purchase Agreement, the sales of the goods(hereinafter called only as the “Goods”) between Solarity s.r.o., with itsregistered office in Prague 6 - Dejvice, at Vostrovská 787/45,Postcode: 160 00, Id. No.: 241 62 167, entered in theCommercial Register kept by the Municipal Court in Prague, Section C, Inset184409 (hereinafter called only as the “Solarity”) and buyer (hereinafter calledonly as the “Buyer”) are governed by following terms and conditions:

1. Entering into a contract

1.1. Individual specified deliveries of the Goods shall be carried out inaccordance with the Buyer’s orders confirmed by the Solarity; the aspects whichthe parties shall define in the orders include, but are not limited to (i) therequested type and quantity of the Goods, (ii) price of the Goods, (iii) priceof delivery of the Goods, (iv) place of delivery and (v) type and price offinancing. The orders shall be made in writing by mail or electronically by anon-line tool or by e-mail.

On the basis of the order the Solarity shallissue a pro forma invoice (PI) or advance invoice(s) which shall be delivered tothe Buyer.

The agreement between the parties is entered into as of thedate when the Buyer accepts the invoice and confirms its acceptance by signingand (i) sending the signed version or (ii) confirming by email or (iii) byonline tool back to the Solarity or at the moment when the Buyer pays theinvoiced amount to the Solarity´s account.

As of that moment, the Buyeris obliged to pay the Purchase Price under the agreed conditions. In case ofbreaching this obligation, the Buyer is obliged to pay a contractual fine in theamount of 10 % of the Purchase Price to the Solarity.

If the Buyerdoesn’t confirm the acceptance of the order in the term specified in PI afterthe receipt of PI or/and advance invoices, the Solarity is entitled to cancelthe order and reservation of the Goods.

The Solarity is entitled torefuse the order due to operational reasons, on the basis of which the PurchaseAgreement shall cease to exist. In such case the Solarity shall return thePurchase Price to the Buyer within five days from the cessation of existence ofthe Purchase Agreement.

2. Purchase Price and Terms of Payment

2.1. The price for individual deliveries of the Goods shall be determinedby the Solarity’s offer valid at the moment when the Buyer makes the order. TheSolarity’s current price list including financing pricelist is either availableat the https://shop.solarity.cz/cs website or it may also be sent to the Buyerupon request. The Solarity may re-invoice costs related to the transportationsand insurance of the Goods, the customs declaration, costs for potentialfinancial services, or any other charges and taxes arising from the nature ofthe delivery as specified in the pro forma invoice.

2.2. The purchase price for the deliveries of the Goods shall be payable asagreed in the PI. The Purchase Price shall be payable in advance, i.e. beforethe delivery of the Goods, to the bank account of the Solarity under theconditions specified by the Solarity in the pro forma invoice. Any bank feesrelated to the transaction shall be borne by the Buyer.

2.3. In case the purchase Price of the Goods (stipulated by theManufacturer), the transport costs, or any other input costs of the Sellerincrease after the conclusion of the Purchase Contract, the Seller is entitledto unilaterally increase the Purchase Price of the Goods within the extent ofsuch cost increase provided that this measure is duly justified and documentedto the Buyer. The Buyer has the right to reject this increase within threeworking days. If they fail to do so, the increased Purchase Price is binding. Ifthe Buyer rejects the increase of the Purchase Price, Solarity has the right toeither deliver the Goods under the originally agreed conditions or to withdrawfrom the Purchase Contract.

2.4. Subject to the consent of the Solarity which shall not be unreasonablydenied by the Solarity, the Buyer is entitled to pay the Purchase Price by meansof letter of credit or other financial products (escrow, cash collection etc.),which shall secure the claim of the Solarity for the payment of the PurchasePrice upon delivery of the Goods. The terms shall be stipulated in writing in aspecific Purchase Agreement entered into between the Parties, wherein theprecise terms of payment of the Purchase Price by means of the selected paymentmethod shall be specified. Any fees related to the transaction shall be theexpense of the Buyer and thus be borne by the Buyer.

2.5. The invoices/tax documents shall be delivered to the Buyer inelectronic form to the company email address defined in order or to such otheraddress as the Buyer may have notified in writing to the Solarity for suchpurpose.

2.6. In the event of a delay in the payment of any part of the PurchasePrice, the Buyer is obliged to pay a contractual penalty amounting to 0.25% ofthe Outstanding amount per each calendar day of such delay. The Buyer's right toclaim damages shall not be affected hereby.

2.7. In the event of a delay in the payment of any part of the PurchasePrice, the Solarity has the right to withdraw from Purchase Agreement. In casethat the Solarity withdraws from the Purchase Agreement due to the delay in thepayment of any part of the Purchase Price, the Buyer is obliged to pay to theSolarity the cancelation fee in the amount of 10 % of the total Purchase Pricein accordance with the given Purchase Agreement. The Solarity´s right to claimdamages and contractual penalty according to the Purchase Agreement, if any,shall not be affected hereby.

2.8. In the event of a delay in the payment of any part of the PurchasePrice (including the advance payment) or with the Goods collection, the extracosts (such as additional storage or transportation fees) may be incurred by theSolarity. The Buyer is obliged to pay any of such extra costs to the Solarityupon request. If Buyer is not able to collect the Goods within the stipulatedterm, the Solarity is entitled to sell the Goods and keep 10 % of the totalPurchase Price plus the sum corresponding to all expenses and costs whichincurred to the Solarity in connection with the transaction.

2.9. The Buyer may purchase the Goods from the Solarity by means of credit,i.e. the Purchase Price, or its part, for the Goods shall be paid by the Buyeronly upon the delivery of the Goods, provided that he fulfills all theconditions set by the Solarity for this paying method in the separate document.The Buyer is always entitled to refuse the payment of the Purchase Price bymeans of credit. The Buyer shall always be entitled to refuse the payment of thePurchase Price by means of credit.

3. Delivery of Goods

3.1. The Solarity shall deliver the Goods in accordance with INCOTERMS 2010to:

• one of the warehouses of the Solarity;

• or to another place as requested by the Buyer.

Details of delivery will be stipulated between the Parties and confirmed inthe PI.

3.2. Subject to timely payment, the Goods shall be delivered to the Buyerwithin the deadline agreed by the parties. In the absence of any explicitagreement on the delivery time, the Goods shall be delivered without unnecessarydelay. Should the Solarity not be able to meet the agreed delivery time, itshall inform the Buyer thereof immediately in writing or by e-mail, and shallstate the reason for the delay and its expected length. The Solarity is notobliged to pay any damages or contractual penalty to the Buyer if the delay iscaused by shipping company or manufacturer or spot check by custom or otherForce Majeure. Solarity will make every reasonable effort to deliver theShipment according to regular delivery schedules, but these schedules are notbinding and do not form part of the contract.

3.3. The Buyer is obliged to confirm to the Solarity or to a carrierauthorized by the Solarity the delivery of the Goods after they have beenreceived. If requested so by the Solarity, such a confirmation shall be made inwriting. Furthermore, the Buyer agrees to confirm the receipt of the Goods atthe place of delivery and on the designated date on the delivery note issued foreach delivery of the Goods, and send it to the Solarity in writing or by e-mailwithin 10 days of the receipt of the Goods. Should the Buyer fail to fulfil thiscondition, the Solarity may, together with the purchase price, charge VAT inaccordance with valid legal regulations. Unless the Buyer submits a complaint inwriting to the Solarity that the Goods were not delivered within 5 calendardays of the agreed delivery date, the Goods shall be deemed to have beendelivered and accepted by the Buyer.

3.4. Title to the Goods shall remain vested in the Solarity and shall notpass to the Buyer until the purchase price for the Goods has been paid in fulland received by the Solarity. In case that the Buyer is in delay with payment ofthe Purchase Price, the Solarity has right to take over and detain the Goods.

4. Goods Inspection and Liability for Defects

4.1. The Buyer is obliged and agrees to inspect and check the Goods and itsfunctionality without unnecessary delay after their delivery. The Buyer shallnotify the Solarity of any defects to the Goods within 5 calendar days after

• the Buyer ascertained the defects or the defect manifesteditself for the first time,

• the Buyer could have ascertained the defects during theinspection which it was obliged to carry out during the handover of the Goodsunder this Article hereof, if employing due professional care,

• the defects could have been ascertained if employing dueprofessional care, but not later than 12 months after the delivery of the Goods,or until the end of the warranty period if such warranty was granted.

If the Buyer fails to notify the Solarity of the defect in time, theBuyer’s rights arising from the defects to the Goods towards the Solarityexpire. If defects to the Goods are ascertained during the receipt of the Goodsfrom the carrier, the Buyer is obliged to draw up a report on the damage to theGoods caused during its transportation, and provide such a report to theSolarity. The Buyer shall also notify the manufacturer of the Goods of theoccurrence of defects and the exercise of rights arising from the liability fordefects to the Goods without unnecessary delay; the related claims shall beenforced directly against the manufacturer.

4.2. If the claim arising from liability for defects has the form ofpurchase price reduction, the Solarity’s liability shall be limited by theacquisition price of the Goods. By entering into the purchase contract with theSolarity, the Buyer expressly waives its right towards the Solarity to anypossible damages related to the use of the Goods, or, as the case may be, to theliability for defects to the Goods, in the extent surpassing the purchase priceof the Goods. Such a limitation of the liability for damage shall not apply tointentionally caused damage.

4.3. Neither of the Parties shall be liable to the other Party for anyindirect, unforeseeable or consequential damage arising from the breach ofpurchase contract, including, but not limited to, limitation of profit orincome, loss of business opportunities, loss of production or reputation,regardless of the nature of the claim, even if the party has been informed ofthe possibility of such damage.

5. Returns

5.1. Unless otherwise provided by legal regulations or agreed otherwise with the Buyer in the concluded contract, the Buyer has no right to return the purchased Goods.

5.2 Within the Customer Support, Solarity may (but is not obliged to) agree to the return of Goods purchased from Solarity if the following conditions are met:

a) the Buyer has no outstanding debts vis-a-vis Solarity;

b) the Buyer requests the return of the Goods within two weeks as of the date of delivery;

c) the purchase price of the returned Goods shall not exceed EUR 5,000 excluding VAT;

d) the returned Goods are undamaged, unpacked and unpolluted; i.e. they are returned in the same condition as when they were delivered;

e) the Buyer has ordered goods with the value of at least EUR 50,000 excluding VAT from Solarity in the past or in the current calendar year, or such an order is presumed;

5.3 Where Solarity agrees to be returned the purchased Goods, the Buyer is entitled to a refund of 90 % of the original Purchase price upon return of the Goods, 10 % is an administration fee. If the Customer is entitled to purchase goods in the SILVER / GOLD / PLATINUM category, no administration fee is charged. Shipping of the returned Goods to Solarity and any other extra costs shall be paid by the Buyer. Solarity shall have the right to inspect the returned Goods prior to their acceptance in order to verify the condition of the Goods. If the condition of the Goods is inadequate, Solarity may refuse to accept them.

6. Termination of the Purchase Agreement

6.1. If the Buyer materially or repeatedly breaches the Purchase Agreementwhich was agreed according to these conditions, or if there are reasons ofoperational or organizational nature on the Solarity’s part, the Solarity mayterminate the Purchase Agreement by notice in writing or by e-mail; the noticeis effective as of the date of its delivery to the Buyer. Material breach ofthis Agreement shall include, but not be limited to, the Buyer’s delay in payingthe purchase price. For reasons of operational or organizational nature, theSolarity may also terminate by notice any of the purchase agreements enteredinto under these conditions.

7. Confidentiality

7.1. The terms and conditions agreed in the Purchase Agreement are deemedto be confidential. Neither of the parties may not disclose or make otherwiseavailable to any third person any information on the terms and conditions, thesubject and performance of the Purchase Agreement and any other information onnegotiations relating to the Purchase Agreement and the other party and to usethem for its own needs at variance with the purpose of such information withoutthe prior written consent of the concerned Party, except for informationdisclosed by the Parties on the basis of a statutory obligation. The exemptionfrom the confidentiality obligation pursuant to the preceding sentence shallalso apply to information disclosed:

• to consultants of the parties that are bound by similarconfidentiality obligations, and/or

• employees of the competent governmental authorities andcourts if the disclosure is required by legal regulations or otherwisejustifiably requested, and/or

• if the information has already been disclosed by therelevant party or has become publicly known without breach of obligations by anyparty, and/or

• persons related to the party if such a disclosure isrequired in order to fulfil the obligations of the party following from thePurchase Agreement.

• by the Solarity, to the factoring company or to the companyexecuting the insurance of the Solarity´s claims or information disclosed due tosimilar operational reasons.

8. Correspondence

8.1. Any documents or notices between parties which require a written formshall be sent either through e-mail or through a postal license holder byregistered mail to the contact addresses stated in the order or to such otheraddress as such party may have notified in writing to the other for suchpurpose. The documents are deemed to be delivered on the actual date of theirdelivery to the addressee unless the first attempt of the postman to deliver thedocument was not successful. In such a case, the document is deemed to bedelivered on the date of the first unsuccessful attempt of the postman todeliver it. The Buyer agrees that any legal dealings arising from the PurchaseAgreement can be done and delivered in an electronic form (e.g. an invoice, aletter in pdf form) to the e-mail address stated in order or to such otheraddress as such party may have notified in writing to the other for such purposeand such document is deemed to be duly delivered.

8.2. If any of the parties changes its registered office or correspondenceaddress, such a party is obliged to notify the other party without unnecessarydelay of the change and the new correspondence address and/or new registeredoffice. Until that occurs, delivery to the original address remains in force.

8.3. Orders for the Goods sent between the Solarity and the Buyer and theirconfirmations may also be made by e-mail in accordance with Article 7.1.

9. Force Majeure

9.1. Solarity shall be entitled to suspend performance of its obligationsunder the Purchase Agreement to the extent that such performance is prevented orhindered by Force Majeure. Force Majeure shall include, without limitation, actsof God, acts of any governmental or super-national authority, unavailability ofraw material, war or national emergency, break-down of plant or machinery, actsof terrorism, riots, civil commotion, strike or other labour disturbance, fire,explosion, flood and epidemic and any other unspecified, unforeseen anduncontrollable events comprehended in the term ‘force majeure’.

9.2. Solarity affirming to be affected by an event of Force Majeure shallnotify the in writing within 5 calendar days of such event occurring,identifying the event that has occurred, the date upon which the event hasprevented or hindered that Solarity from performing its obligations and its bestestimate of the date or dates upon which it will be able to resume performanceof its obligations. Both Parties shall use reasonable endeavors to mitigate theeffect of such event.

10. Governing Law and Dispute Settlement

10.1. The Purchase Agreement agreed according to these terms and conditionsshall be governed by the law of the Czech Republic.

10.2. Any dispute, controversy or claim arising out of or relating to thePurchase Agreement, including the validity, invalidity, breach or terminationthereof, shall be heard by Czech courts.

11. Final Provisions

11.1. The Buyer may not assign and/or transfer in any other way anyreceivables or claims under the Purchase Agreement to third persons withoutSolarity’s express consent. The provisions of this Paragraph shall not beaffected by the cancellation of the Purchase Agreement or withdrawal from thisPurchase Agreement by any of the parties. Under no condition is the Buyerentitled to unilaterally set off his obligation to pay the purchase price and heis obliged to pay the purchase price on the due date without exception.

11.2. None of the Buyer’s obligations towards the Solarity may be performedby a unilateral set-off of any Buyer’s receivables against Solarity’sreceivables.

11.3. The Purchase Agreement may be modified only in writing, by means ofconsecutively numbered amendments duly executed by both parties.

11.4. The Buyer is obliged without delay inform in written the Solarity incase that:

• any bankruptcy or enforcement proceeding was initiatedagainst Buyer;

• the Buyer is in the state of bankruptcy or is not able toduly fulfil any of his obligations arising from Purchase Agreement;

• the Buyer started the procedure of the company liquidationor sells his enterprise or makes any other significant changes in his company.

If any of above described situations occurs, the Solarity has right towithdraw from Purchase Agreement.

11.5. Should any deadline, term, condition, or provision of this document(i.e. these terms and conditions) be declared invalid, ineffective orunenforceable by a court of law, the other provisions of this document shallremain fully valid and effective and shall in no way be affected, prejudiced orrendered invalid. The Parties agree to replace such an invalid or unenforceableprovision by some other contractual arrangement in the sense of this documentthat is valid, effective and enforceable.