1. Application

1.1 The present General Conditions apply to all products and/or services provided by Watt4Ever. Any contradictory special or general conditions from the buyer are explicitly excluded by the present unless explicitly agreed between parties in the Special Conditions.

2. Definitions

2.1 Terms mentioned hereinafter will have the following meaning in all documents that are part of the Contract:

• Agent: Any natural or legal entity (employee or sub-contractor) designated by Watt4Ever to execute part of or the entire Contract.
• Business Day: Every day excepted Saturdays, Sundays and Belgian national bank holidays.
• Contract: the entirety of documents between parties concerning purchase and delivery of the Products and/or performance of Services, as constituted by the Purchase Order, Special Conditions with any Annexes, the present
  General Conditions and any other agreement between parties concerning the purchase of Products and/or Services.
• Day of Delivery: the date of Delivery of the Products and/or Services as foreseen in the Purchase Order or Special Conditions.
• Force Majeure: An unforeseen event that is outside reasonable control of any of the Parties or any unforeseeable event the consequences of which cannot be reasonably avoided that is preventing performance of the contract.
• Installation: the procedure of assembly of part of or the entirety of the Product, or of different Products together, together with commissioning according to timings, objectives, specifications and other dispositions of the Contract, as agreed by the Parties.
• Parties: Watt4Ever and the Client.
• Products: Where applicable, as opposed to Services, goods as described in the Contract and related technical documentation together with spare parts.
• Purchase Order: all command of Products and/or Services made in writing by the Client to Watt4Ever.
• Watt4Ever: Watt4Ever SRL, company under Belgian Law situated at Rue des Péres Blancs, 1040 Brussels, registered under the VAT number BE0749652424.
• Special Conditions: All special conditions concerning Product delivery and/or performed Service explicitly mentioned in a specific document (other than the Purchase Order).

2.2 Interpretation

2.2.1 Terms in English in the Contract describing legal concepts describe solely legal concepts of Belgian law.
Interpretations according to other national legal concepts are not to be considered.

2.2.2 A reference to a law always refers to actual law that is in force, including any amendments or abrogation
by new laws.

2.2.3 All Annexes form a constituent party of the Contract.

 

3. Contractual procedure

3.1 Offer

3.1.1 A written offer made by Watt4Ever engages Watt4Ever for a period of 1 month from the date of
submission. The offer made by Watt4Ever reflects the information provided by the Client requesting the offer at
the moment of the offer request. Watt4Ever reserves the right to review or withdraw its offer in case of provision
of additional information by the Client or should the information initially provided prove to be inaccurate.
Watt4Ever is not responsible for the integration of the Product to the Client’s installations. The Client is
responsible for verifying whether the proposed Product(s) or System(s) are adapted for his installation, equipment
or process.

3.2 Contract

3.2.1 Only an agreement in writing between the Parties can be considered as a Contract.

3.2.2 In case of a framework agreement, any Purchase Orders related to the Contract are considered as part
of the Contract from the moment they are emitted from Client towards Watt4Ever.

 

4. Purchase Order

4.1 The Client will purchase any Products and/or Services from Watt4Ever on the basis of written Purchase
Orders.

4.2 Watt4Ever reserves the right to reject a Purchasing Order in case of unreasonable demands by the Client,
contractual failings by the Client or in case of Force Majeure within 7 days from its reception. Unless explicitly
rejected by Watt4Ever, the Purchase Order is considered as accepted.

4.3 Following its acceptance, the Purchase Order becomes binding between the Client and Watt4Ever.

 

5. Services and independence

5.1 Watt4Ever is an independent contractor and will deliver the Products and/or perform the Services in a
professional way and according to best practices of the trade; it will also put best effort to attain the highest
standards of competence and care.

5.2 Watt4Ever will manage its stock at all times in order not to face any shortages. Watt4Ever will also
dispose of necessary resources and working force at all times to properly execute the Purchase Order.

5.3 Watt4Ever has the right to request any changes to the nature and scope of the Products and Services,
under the condition that these changes are necessary to perform the Service or deliver the Product. If Watt4Ever
concludes that requested changes might influence agreed price and/or delivery date, it will inform the Client prior
to proceeding in making those changes. Watt4Ever has the right to terminate the Contract should its execution
prove to be impossible or put Watt4Ever at unacceptable risk. Watt4Ever will however not make use of this right
in an unreasonable manner. Any necessary change in the Products and/or Services will be submitted to the Client
in prior in writing.

5.4 For any annex work linked to the delivery of the Product or the Service by Watt4Ever to be performed,
the Client guarantees that all his Agents will benefit from adequate experience and education to execute the
Contract in a professional way and in due timings.

5.5 When delivering a Product and/or performing a Service for the Client at his premises, the Client
guarantees that Watt4Ever’s agents will be able to perform necessary works in safety and that he will inform
Watt4Ever’s agents of any situations that might impede execution or put Watt4Ever’s agents or property at risk.

5.6 When Watt4Ever discovers any problems that might influence the delivery of the Product and/or
performance of the Service it will promptly inform the Client.

 

6. Execution timings

6.1 Delivery of Products and/or performance of Services will be performed on the date agreed between
Parties. In case of excess of expected delivery date Watt4Ever may address a formal notice to the Client.

6.2 In case of an (expected) non-respect of delivery dates on grounds of the Client’s responsibility, the Client
will immediately inform Watt4Ever in written. If the delay causes delay of delivery superior to 1 month, the agreed
payment time may not in any circumstances be delayed by more than 1 month.

6.3 In case of non-conformity withιν the delivery date foreseen, Watt4Ever has the right to:

• Be liberated from the obligation to provide the Products and/or part of the Products and/or the Services
  and/or parts of the Services that could not be delivered in the agreed time without any compensation
  for the Client and without prejudice to Watt4Ever’s right to request compensation for the suffered
  losses.
• Execute the Purchase Order, without prejudice to Watt4Ever’s right to receive a flat rate surcharge of
  1% of the price mentioned in the Purchase Order for each day of delay, at a maximum of 12% of the
  price as indicated in the Purchase Order, and without prejudice to Watt4Ever’s right to request
  compensation for the suffered losses.

7. Delivery

7.1 Unless explicitly agreed otherwise between the Parties, the Products and/or Services will be delivered at
the Client’s premises under Watt4Ever’s responsibility. The Client undertakes to ensure all means necessary for
the discharging of the product as requested by Watt4Ever.

8. Acceptance

8.1 After delivery and installation of the product, the Clients will dispose of 3 Business Days to inspect and
test the product before delivering an acceptance note.

9. Guarantee

9.1 Watt4Ever provides for its products a Guarantee as foreseen in the Special Terms and Conditions. The
guarantee will apply under conditions described in the Contract.

10. Duration and Termination

10.1 The duration of the Contract (if applicable) is specified in the Special Conditions.

10.2 Any one of the Parties can terminate the Contract, with effect from the day of reception of the
termination notice by the other Party, in case:

• The other Party fails to execute one of its obligations resulting from the Contract and does not
  remedy (if the failing is subject to remedy) after 5 Business Days following reception of a registered
  notice inviting it to do so, or
• In case of bankruptcy, dissolution, or liquidation of the other Party. In such event, Watt4Ever will no
  longer be required to pay any further compensations vis-à-vis the Client.

10.3. At the end of the Contract, for whatever reason, the Client will return at the request of Watt4Ever any
specifications, drawings, manuals, lists, memoranda or other material printed or copied, whether they be drafts
or final copies, provided by Watt4Ever or any Developments performed at the request of Watt4Ever under the
conditions of the Contract.

 

11. Sub-contracting

11.1 Watt4Ever reserves the right to sub-contract part or the entirety of the work to be performed.

 

12. Declarations and Guarantees

12.1 The Client declares and guarantees that:

• He has all necessary powers and competences that are necessary to own and operate the Product
  purchased from Watt4Ever. Watt4Evers waivers all responsibility for damages caused to the Client or a
  third party due to improper use of the Product or performance of the Service.
• While benefitting from the Product and/or Service, he will not infringe any intellectual property rights
  and/or trade secret of Watt4Ever for own commercial use or for the benefit of a third party;
• He is sole responsible for the respect of all legal requirements related to owning and using the Product
  provided by Watt4Ever.
• He will conclude and maintain sufficient insurances that are necessary for covering integrally his civil and
  professional liability.

12.2 Watt4Ever reserves the right to terminate the Contract without prior notice, without compensation and
without prejudice to Watt4Ever’s right to request damage and interests if the Client proves to not be in
respect of dispositions under 12.1

13. Liabilities and compensation

13.1 The Client is sole and entirely responsible for any damage, claim, loss or expenses caused by the Client
and/or his agents, whether it be by negligence, omission or due to contractual or legal violation in the
occasion of or in the framework of execution of the Contract.

13.2 The Client accepts to compensate and hold harmless Watt4Ever, its administrators and officers from all
responsibility and expenses resulting from:

• Any fault, violation of a contractual and/or legal obligation, negligence and omission of the Client or his
  agent in the occasion of or in the framework of execution of the Contract.
• A violation of one of the declarations and guarantees stipulated in article 12.

13.3. No limitation or restriction arising from the Client’s insurance policy may affect the Client’s obligation to fully
compensate Watt4Ever according to present article 13.

14. Use of Watt4Ever or its clients as reference

14.1. Watt4Ever may mention the Client as reference or source of reference for commercial reasons unless
explicitly refused by the Client.

15. Cession

15.1. No cession or delegation of the Contract is possible without prior written consent by Watt4Ever.

16. Invalid provisions

16.1. In the hypothesis where one (or part of) a clause in the Contract be declared as void or unenforceable the
rest of the Contract remains applicable to the extent where the rest of the Contract is not inextricably linked
and thus indissociable from the void and unenforceable. The Parties will do best effort in view of agreeing
on a new clause differing as least as possible from the original one (or part of), considering content and
purpose of the Contract.

17. Notifications

17.1. All notifications or other official communication performed by a Party must be in writing and must be sent
to the addresses stipulated in the Special Conditions or to any other addresses of other persons upon explicit
request by one of the Parties. A registered letter is considered as received three (3) days after sending.

18. Contract

18.1. The Contract constitutes the entirety of the agreement between Parties in consideration of its object and
cannot be modified except for a written document emanating from representatives duly authorized by each
Party and referring to the Contract.

18.2. The Contract will prevail over prior all Contracts, agreements, and communications, whether oral or written
between Parties, having the same object as the Contract.

18.3. In case of ambiguity, incoherence, or contradiction between different conditions in the Contract, the
Contract will be interpreted in the following order:

• 1. Special Conditions
• 2. Purchase Order
• 3. Present General Conditions

19. Applicable Law

• In case of disagreement, Watt4Ever and the Client will always seek to find an agreement in good faith
  and find a friendly arrangement before addressing a court of law.
• The Contract is governed by Belgian law. Conflicts referring to the Contract interpretation, validity,
  execution and/or termination will be exclusively deferred in tribunals in Brussels.

 

SALES SPECIAL TERMS AND CONDITIONS FOR MODULES

1. Application

1.1. The present Special Terms and Conditions apply to the sales of battery modules provided by Watt4Ever. These conditions take precedence over Watt4Ever’s Special and General Terms & Conditions.

1.2. Are referred to as “battery modules”, battery units that are provided without a central BMS unit (but may be provided with an onboarded BMS unit), and without an inverter casing, support structure, auxiliary system.

2. Warranty

2.1. Watt4Ever guarantees that the modules have a state-of-health (SoH) superior to 90% at delivery (compared to capacity of a new module). The Client may test the module within 6 weeks from delivery. If the client establishes with 2 consecutive tests (using a standard testing method, and providing a test result report), that the SoH is below 90% or that the modules bear a defect, Watt4Ever will replace the modules with the same type of module or equivalent, free of charge, under the condition that the module has not been damaged, used or abused in any other way during this period. Watt4Ever reserves the right to perform an own control before replacing the module. The tests are performed under standard testing conditions (0,2-0,5It charge rate, 20-25°C ambient temperature) and shall not harm the module.

3. Liability

3.1. The Client confirms that he has sufficient knowledge for the management, integration & operation of the module within a battery system, and that he will use the modules for professional use.

3.2. Watt4Ever cannot in any way be seen as an integrator of a battery system. Hence, Watt4Ever does not guarantee the safe operation of the module and its safe integration into a system. The Client assumes the unique producer responsibility for its system and declares itself as such, and remains fully responsible for ensuring the safe & legally compliant operation of the module in a battery system. Similarly, the client is responsible to perform any tests and system certifications that might be legally required. Watt4Ever will not replace modules in the event of destructive tests.

3.3. Watt4Ever has a producer responsibility for the modules in Belgium. The responsibility for these modules (including for recycling and disposal according to national & regional law) transfers to the integrator once the modules are integrated into a battery system. Producer responsibility transfers to the Client when reselling these modules in a third country.

3.4. The Client holds Watt4Ever, its affiliates and respective officers, directors, employees and agents harmless of liability, loss, damage, or expense arising out of any engagement that the Client takes towards its own customers, and authorities, or due to the purchaser’s breach or negligence under this sales agreement.

4. Transport

4.1. All prices are ex-works Watt4Ever unless agreed otherwise. The price comprises ADR packaging for road transport to Belgium. Packaging for any other purpose is not included in the price, but can be proposed ondemand.

5. Payment terms

5.1. Modules are paid 50% on command, and reserved for two weeks (starting from the day of payment of the first 50%). Remaining 50% to be paid before loading. In case of client withdrawal after down payment, 15% of the total module value may be retained as compensation.

5.2. In case the modules are not removed from Watt4Ever premises two weeks after payment of the first 50%, storage costs will apply for the client.