Q-Cells-General Business Terms

1.1 All purchase agreements, contracts for work, contracts for work and
materials and service contracts between Q-Cells SE - hereinafter referred
to as „the Company“ - and its contractors - hereinafter referred to as
„the Contractors“ - shall exclusively be governed by the following General
Terms and Conditions.
1.2 Any conditions of the Contractor that are contrary or supplementary
to or at variance with the present conditions shall not become part of the
contract unless expressly recognised by the Company in writing.

2.1 The Contractor undertakes to treat as secret any information embodied
by drawings, records, perceptions, samples, manufacturing aids,
patterns, data carriers etc. left to it for its use by the Company and not
to make them accessible to any third party (including subcontractors),
reproduce them or use them for any purpose other than contractually
agreed except with the Company‘s approval. This obligation of secrecy
shall remain in force beyond the performance of the given contract.
2.2 The obligation of secrecy pursuant to sub-paragraph 2.1 shall not
apply to any information that is or becomes publicly known or was already
known to the Contractor unless this is or was caused by a breach of contract
on the Contractor‘s part.
2.3 Ownership of and the copyrights and all other rights to any information,
records and objects made available by the Company shall remain with
the Company. The Contractor shall at its expense carefully keep safe, tend
and insure the records and objects placed at its disposal and shall surrender
them to the Company or destroy them at the latter‘s request at any
time. The Contractor shall have no right of retention, no matter on what
ground. Written assurance is required to the effect that such a request for
return and/or destruction has been fully met.
2.4 It is only with the express written consent of the Company that the
Contractor may make reference in its information or advertising materials
to its business relations with the Company.
2.5 The Contractor shall be liable for any damage sustained by the Company
as a result of a breach of one of the obligations referred to in subparagraphs
2.1 to 2.4.

3.1 In submitting an offer the Contractor shall respond precisely to the
inquiry and shall expressly draw attention to any deviation from it.
3.2 In its offer the Contractor shall quote packing costs, customs clearance
charges and customs duties separately.
3.3 Where the Contractor has reservations about the type of design ordered,
it shall promptly so notify the Company in writing.
3.4 The Contractor shall submit its offers and cost estimates free of charge.

4.1 The Company shall place and modify its orders in writing. The substance
of orders or modified orders placed orally or by telephone shall not
be binding unless promptly confirmed by the Company in writing.
4.2 Any order or modified order of the Company shall be confirmed by the
Contractor in writing, indicating the full voucher number, the transaction
number and the order date.
4.3 The obligation to take back packaging shall be governed by the pertinent
statutory provisions.

5.1 The Contractor shall notify the Company of any licensing or registration
requirements associated with the import and / or operation of the
items delivered by it.
5.2 The Contractor shall select the modes of transport that are most
convenient to the Company. If the transport charges are borne by the
Company, the Contractor shall select the most favourable from among the
most convenient modes of transport.
5.3 If, notwithstanding paragraph 6, the risk passes to the Company before
hand-over or formal acceptance, or if the Company, notwithstanding
sub-paragraph 8.4, has already made a down payment, the Contractor
shall be obligated to insure the delivery items at its own expense against
the usual transport risks.
5.4 Consignments shall be accompanied by a delivery note, indicating
the full voucher number, the transaction number and the order date.
5.5 Agreed delivery dates are binding. The decisive criterion for the
timeliness of a delivery shall be its receipt by the Company or by the
consignee named by it.
5.6 As soon as the Contractor realises that it is unable to fulfil its contractual
obligations in whole or in part or on time, it shall promptly so
notify the Company in writing, stating the reasons for and the expected
duration of the delay.
5.7 In case of a delay in delivery the Company shall be entitled to flat-rate
damages on account of default at a rate of 1 % of the value of the goods
for each full week, at most, however, 10 % of the full contract value of the
given consignment. The Company reserves the right to assert damages in
excess of the above. The Contractor may prove to the Company that the
delay has entailed a substantially lower loss or no loss at all.
5.8 Where all or part of the contractual performances are rejected on or
after hand-over or formal acceptance, the Contractor shall be obligated
to promptly collect the given consignment / partial consignment at its
expense. The Company may, upon expiry of a reasonable collection period,
return the consignment / partial consignment to the Contractor at the
latter‘s expense.

6.1 The place of performance in respect of all of the Contractor‘s deliveries
and services shall be the consignee named by the Company. The risk
shall not pass until hand-over and / or formal acceptance of the performance.
Where deliveries include installation or assembly works, the risk
shall pass on the day of successful formal acceptance or, to the extent
agreed, following a trouble-free trial run.
6.2 Where a consignment or service is rejected on or after hand-over or
formal acceptance as being at variance with the contract, the risk shall
not pass to the Company until a consignment or service is handed over or
formally accepted that is in conformity with the contract.

Only an ordinary reservation of title by the Contractor shall be recognised,
not, however, an extended reservation of title nor one in respect of the
current account or any other special form of such reservation.

8.1 The agreed prices are fixed prices. They exclude supplementary
claims of any kind. Price increases no matter on what ground shall be
deemed recognised only after being confirmed by the Company in writing.
8.2 On invoices wording and prices must appear in the same sequence as
on the or der. Invoices shall be presented to the Company following completion
of the pertinent delivery / service, indicating the full order number
and the transaction number. Additional or reduced performances, if any,
shall be listed separately in invoices. Improperly presented invoices shall
not be deemed received by the Company until after corrected.
8.3 Where the procurement of certificates or the performance of materials
tests have been agreed or become necessary, they shall be deemed
an integral part of the delivery and shall be submitted to the Company
along with the invoice.
8.4 Unless agreed otherwise, payment shall be made by the means customary
in the industry within 14 days at a discount of 2 % or after 30
days with no discount. The term of payment begins to run from the agreed
point in time, not, however, before receipt of a proper invoice. If the invoice
is received prior to completion of the delivery or service, the term
of payment begins upon receipt of the delivery or service as contracted
for, at the earliest.

9.1 The Contractor shall see to it that it is aware on time of all data and
circumstances relevant to the fulfilment of its contractual obligations and
of the purpose for which the Company intends to use the given consignment.
9.2 The Contractor warrants that its deliveries and services encompass
all elements that are required for their proper, safe and efficient use, that
they are suitable for the intended purpose and that they meet the current
standard of science and technology.
9.3 The Contractor warrants that the items delivered by it are clear of
such defects as would impair their value or their fitness, are of the agreed
or guaranteed quality and are suitable for the use envisaged by the contract.
The Contractor‘s warranty shall also cover the parts manufactured
by subcontractors and the services rendered by them.
9.4 If a delivery item does not satisfy the above requirements, the Company
may require elimination of the defect or delivery of a faultless item,
may withdrawfrom the contract pursuant to the applicable statutory provisions,
reduce the purchase price or claim damages and / or compensation
for futile expenses. If the Contractor has assumed a guarantee in regard
to the quality or durability of a delivery item, the Company may in addition
assert its claims under such guarantee.
9.5 The Company shall, after receipt and / or formal acceptance of the
goods, check them to the extent that can reasonably be expected and
that it is technically equipped to do so, for quality and completeness.
Notices of defects shall be deemed given on time if communicated within
one week by letter, fax, e-mail or telephone. The period within which a
notice of defects must be submittedshall begin to run at the point in time
when the Company discovers or could have been expected to discover the
defect, i.e. in case of an apparent defect on taking delivery, and in case
of a hidden defect on its discovery.
9.6 Warranty and guarantee claims are governed by the statute of limitations.

10.1 The Contractor shall be obligated, in rendering its performances, to
observe all pertinent standards, laws and regulations, in particular those
on environmental protection, hazardous substances, dangerous goods
and accident prevention, and the generally recognised rules of safety engineering
and industrial medicine.
10.2 Standards, laws and regulations within the meaning of the first paragraph,
are in particular the requirements of:
• the appliance safety law (GSG)
• the 9th ordinance on the appliance safety law (9th GSGV - Machine
Ordinance)
• the 4th ordinance on the appliance safety law (4th GSGV - (Engine
Noise Information Ordinance)
• the Low Voltage Ordinance
• the EMV Ordinance and
• the Minimum Requirements of the Ordinance on the Use of Means of
Work (AMBV) and
• the underlying engineering rules pursuant to the declaration of conformity
or
• the manufacturer‘s certificate in accordance with the 9th GSGV.
Technical means of work which do not qualify as machines within the meaning
of the 9th GSGV must in particular satisfy the quality requirements
of the valid accident prevention regulations.
10.3 If required, the Contractor shall conclude a pertinent quality assurance
agreement with the Company.
10.4 For machines a declaration of conformity must be submitted, which
shall relate to the entirety of the delivered machines of the same type including
additional equipment. All machines must visibly bear a CE sign.
10.5 Part of any delivery shall be operating instructions pursuant to
Q-Cells‘ procedural rules as last amended for „Equipment manuals and
documentation“ complete with safety hints for operation and maintenance,
and the required specifications and planning records. The operating
instructions must include a risk appraisal pursuant to § 5 ArbSchG
(Safety at Work Law) which must inform the operator of the necessary
protective measures.
10.6 The above obligations form part of the contract. If they are disregarded,
the given contract shall be deemed improperly performed, in which
case the Company may, among other things, claim damages under the
product liability law.

11.1 The Contractor shall be liable to the effect that the supply and use
of the items delivered does not infringe patents, licences or other thirdparty
property rights and it shall indemnify the Company from any potential
third-party claims. Such indemnification by the Contractor shall cover
all expenses incurred and losses sustained by the Company as a result or
in the context of any recourse to it by a third party. 11.2 Potential licence
fees shall be borne by the Contractor.

12.1 The Contractor is obligated to observe Q-Cells SE‘s general safety
regulations when delivering goods to the Company‘s premises or performing
other works there.
12.2 When interfering with existing systems involving hazardous substances,
Q-Cells‘ procedural rules as last amended on „Works on systems
involving hazardous substances“ shall be observed.

The Company may, in accordance with the Federal Data Protection Law,
store and evaluate all required personal and factual data. There will be no
separate notification by the Company. The Contractor undertakes to deal
with data relating to the Company‘s undertaking in accordance with the
Federal Data Protection Law.

14.1 All legal relations arising between the Company and the Contractor or
its legal successors shall be governed by the law of the Federal Republic of
Germany. Application of the rules on the international sale of goods (CISG)
and of German international private law is expressly excluded.
14.2 If the Contractor is a businessman within the meaning of the Commercial
Code, exclusive venue shall be Bitterfeld- Wolfen unless a different
venue is mandatory pursuant to § 40 para. 2 ZPO (Code of Civil Procedure).

Paragraphs 2, 3, 4, 5.5, 5.7, 8, 12, 13, 14 and 15 applicable to purchase
contracts, contracts for work and contracts for work and materials shall
analogously apply to contracts for services. Otherwise, contracts for services
shall be governed by the pertinent statutory provisions.

Should any provision of these terms and conditions be void no matter on
what ground, the validity of the remaining provisions shall not be affected
thereby.

The following provisions govern the contractual relationship with respect
to the sale of solar modules between Q-CELLS SE (hereinafter referred to
as “Q-CELLS”) and contractors, i.e. natural or legal persons or partnerships
with legal capacity with whom/which Q-CELLS enters into business
relationships and who/which act in the exercise of commercial or selfemployed
activity (hereinafter referred to as “Buyer”). Any other conditions
of the Buyer are hereby declared non-applicable. Exceptions may
be made upon written confirmation of Q-CELLS. Upon conclusion of the
contract, the Buyer shall accept these terms and conditions. These terms
and conditions shall only apply towards entrepreneurs within the meaning
of § 310 paragraph 1 of the BGB [German Civil Code]

a) Offers of contract of Q-CELLS are non-binding. On placing an order, the
Buyer makes a binding offer. The contract does not come into existence
until the order is confirmed or the goods are delivered by Q-CELLS.
Q-CELLS’ order confirmation shall be exclusively decisive for the extent
of the services to be provided.
b) Unless otherwise expressly agreed upon in writing, e.g. in the technical
product description or data sheets, information regarding the properties
and characteristics of the goods are for illustrative purposes and not binding.
Likewise, public statements, recommendations or advertisements do
not constitute a contractual statement of the nature of the goods. Minor
deviations from details regarding dimensions, weight, nature or quality
shall remain reserved.
c) Q-CELLS reserves any property and intellectual property rights pertaining
to its figures, drawings, calculations and other documents, also in
electronic form. This provision shall apply in particular for those documents
classified as “confidential”. Prior to forwarding them to third parties,
the Buyer must obtain the express written confirmation of Q-CELLS.
d) Q-CELLS reserves the right to make changes even after sending the
order confirmation, provided that these changes do not contradict the
order confirmation or the specifications of the Buyer. The Buyer shall
accept any further changes suggested by Q-CELLS as far as these can be
reasonably expected of him.

a) Prices are ex-works and exclusive of statutory sales tax at the applicable
rate as well as the relevant costs of carriage. The buyer must pay
100 % of the agreed purchase price, including all additional costs, cash
in advance. If the buyer defaults in payment, Q-CELLS shall be entitled to
charge default interest at the statutory rate. If Q-CELLS can demonstrate
that the level of damage caused by default is higher, it shall be entitled
to assert this higher claim.
b) In case of contracts with agreed delivery periods of more than three
months, Q-CELLS reserves the right to adjust prices in line with any cost
increases occurred after conclusion of the contract due to additional labour
costs, transportation and storage costs, the introduction or change of
taxes or material price increases. However, such an increase in price is
only permissible if the agreed price is not increased by more than 5 %.
c) If payment by instalments is agreed, the entire residual debt – regardless
of the maturity of any bills of exchange – shall become due for
payment immediately, if the Buyer falls into arrears, partly or completely,
with the payment of at least two consecutive instalments and if the
amount with which the Buyer is in default is at least a tenth of the agreed
purchase price.
d) The Buyer is only entitled to set-off rights and rights of retention if his
counterclaims have been established as final and absolute, are undisputed
and have been acknowledged by Q-CELLS.

a) Delivery dates and periods shall be agreed in writing between the Buyer
and Q-CELLS for each order. The delivery periods shall start upon conclusion
of the contract. If changes to the contract are agreed in writing
subsequently, it may also be necessary to agree upon a new delivery date
or period.
b) Compliance with the agreed delivery periods requires the timely and
proper fulfilment of obligations on the part of the Buyer.
c) If Q-CELLS is in default of delivery of solar modules, liability shall be
limited to 0.5 % of the invoice amount (excluding VAT) of the deliveries
affected by the default for every full week of delay, however, to a maximum
amount of 5 % of the invoice value of the deliveries affected by the
default. This penalty is the only legal remedy of the Buyer with respect
to this default.
d) Deliveries must be accepted if they show only negligible defects.
e) Partial deliveries are permissible as far as these can be reasonably
expected of the Buyer.
f) Should the Buyer get into default of acceptance, Q-CELLS shall be
entitled to claim compensation for the loss incurred; upon the occurrence
of default of acceptance, the risk of accidental loss or accidental deterioration
of the goods shall pass to the Buyer.

a) The risk passes to the Buyer when the goods are dispatched or collected.
On request of the Buyer and at the Buyer‘s expense, deliveries will be
insured against the usual transport risks.
b) The Buyer is obliged to accept the goods provided by Q-CELLS up to 8
days after allocation at the latest.
c) The delivery shall be EXW (Incoterms 2000).

a) The goods shall remain property of Q-CELLS until all claims (including
all current account balance claims) to which Q-CELLS is entitled now or
in future for whichever legal reason are fulfilled. Processing or modification
shall always be undertaken on behalf of Q-CELLS as the manufacturer,
however, without any obligations for Q-CELLS. In the event that
the Q-CELLS loses property rights through combining, it is agreed that
the Buyer must transfer to Q-CELLS the property rights of the coherent
article according to the value percentage (invoice value). The Buyer shall
store the (co)property of Q-CELLS at no cost. Goods to which Q-CELLS
is entitled as (co)owner will hereinafter be referred to as reserved goods.
b) The Buyer is entitled to process and sell the reserved goods in the
regular course of business provided that he is not in default. Pledging
or assignment as security is not admissible. The Buyer hereby assigns to
Q-CELLS by way of security any and all future claims (including all current
account balance claims) resulting from the resale and/or from any
other legal basis thereof with respect to the reserved goods. Q-CELLS
hereby revocably entitles the Buyer to collect the claims assigned to
Q-CELLS for account of Q-CELLS in its own name. This collection
authorisation may only be revoked if the Buyer does not fulfil his payments
obligations properly.
c) In the event of third-party access to the reserved goods, the Buyer has
to advise the third party of Q-CELLS’ property rights and has to notify
Q-CELLS immediately. The Buyer shall bear any costs and damages.
d) In the event of behaviour contrary to the contract on the part of the
Buyer, in particular in the event of delayed payment, Q-CELLS is entitled
to withdraw from the contract and to demand the return of the goods.
After taking back the goods, Q-CELLS shall be entitled to sell them and
the proceeds of such sale shall be set off against the Buyer’s liabilities
with deduction of reasonable sales costs.
e) Q-CELLS undertakes to release, at Q-CELLS’ option, the securities due
to it at the Buyer’s request to the extent that the value of the securities
exceeds the claims secured by more than 10 %.

Based on the claim arising from the contractual relationship with the Buyer,
Q-CELLS is entitled to a contractual right of lien on the objects which
came into Q-CELLS’ possession by virtue of the contractual relationship.
The contractual right of lien may also be exercised for any claims arising
from works carried out previously, replacement deliveries and other services
as far as they are related to the subject of the contract. For other
claims against the Buyer, the contractual right of lien shall only apply
as far as these claims are undisputed or established as final by a court.

a) The warranty shall be valid for a period of two years starting at the
date of delivery of the photovoltaic modules. In the event of a defective
delivery, Q-CELLS shall be obliged, at its own discretion, to either repair
the damage or to deliver non-defective solar modules. In the event that
the defective solar modules are not repaired or replaced, the Buyer shall
be entitled to assert his legal warranty rights (reduction of the purchase
price or withdrawal from the contract). The Buyer shall be obliged to
return the defective solar modules to Q-CELLS. Q-CELLS shall bear the
costs for such a delivery.
b) Only those properties that are listed in the technical product description
or data sheets shall be considered to be agreed as nature of the goods.
Public statements, recommendations or advertisements do not include a
binding description of the agreed nature of the goods.
c) In this section, neither a “guarantee of quality” within the meaning of
§ 443 of the BGB nor an “assumption of a guarantee” within the meaning
of § 276 of the BGB shall be given with regard to photovoltaic modules.
d) Asserting claims for defects presupposes that the Buyer has properly
met his obligations in respect to inspection and defect notification pursuant
to § 377 of the HGB [German Commercial Code].
e) Any further claims of the Buyer are excluded, in particular on account
of consequential damage as a result of the defects, provided this does not
result from the absence of guaranteed attributes.
f) Should the Buyer sell the goods delivered in modified form or after
combination with other goods, the Buyer shall, internally, exempt
Q-CELLS from any product liability claims of third parties, provided that
the Buyer is responsible for the defects causing the liability.

a) Furthermore, any claims for damages of the Buyer, irrespective of legal
basis, are excluded. This shall not apply in cases that are based on intent,
gross negligence or the breach of a material contractual obligation. In
case of breach of a material contractual obligation, compensation
for damages shall be limited to the foreseeable, typically occurring damage. No
change of burden of proof to the disadvantage of the Buyer is connected
with the preceding provisions.
b) Should the Buyer sell, modify or combine the goods delivered with
other goods, the Buyer shall, internally, exempt Q-CELLS from any product
liability claims of third parties, provided that the Buyer is responsible
for the defect causing the liability.
c) Any changes on the goods and any marking which could be regarded as
mark of origin of the Buyer or a third party are inadmissible.

The exemptions and limitations of liability listed in these terms and conditions
shall not apply for (i) damages arising from injury to life, physical
injury or damage to health which are based on a negligent breach of
duty of Q-CELLS or an intentional or negligent breach of duty of its legal
agents or its vicarious agents, (ii) any other damages which are based on
a grossly negligent breach of duty of Q-CELLS or an intentional or grossly
negligent breach of duty of its legal agents or its vicarious agents, (iii)
damage included in the liability according to the Product Liability Act or
(iv) cases for which guarantee has been given.

a) Q-CELLS shall be entitled to withdraw from the contract partially or
completely if
(i) an application has been made to open insolvency proceedings against
the Buyer’s assets,
(ii) it becomes known that the Buyer has been considered as unworthy of
credit at the time of conclusion of the contract or
(iii) the Buyer ceases to exist.
b) In case of permanent supply contracts, the right of withdrawal shall be
replaced by the right of extraordinary termination without notice.

a) If parts of these terms and conditions are invalid or contradict applicable
law, this shall not affect the validity of the remaining provisions.
b) Bitterfeld-Wolfen shall be the place of performance and jurisdiction for
Q-CELLS. These terms and conditions are governed by German law. The
application of the UN Convention on Contracts for the International Sale
of Goods shall be excluded.