1. Scope of Application, Form

(1) These General Terms and Conditions (GTC) apply to all business relationships of HYGEN Technologies GmbH (hereinafter “HYGEN”) and its respective customers (contractual partners). The GTC apply only if the contractual partner is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law.

(2) The GTC apply in particular to contracts for the sale and/or delivery of movable items (“Goods”), in particular hydrogen-powered generators (“H2 GenSets”), their components and further accessories, and to the provision of service and other services (including commissioning, maintenance, training and digital services) by HYGEN or by a third party on behalf of HYGEN, irrespective of whether HYGEN manufactured the Goods itself or purchased them from suppliers (Sections 433, 650 BGB). The delivery of Goods or the provision of service and other services is hereinafter collectively referred to as HYGEN Products.

(3) Unless otherwise agreed, the GTC in the version valid at the time of the buyer’s order, or in any case in the version last communicated to the buyer in text form, shall also apply as a framework agreement to future contracts of the same kind, without HYGEN having to refer to them again in each individual case. The latest version of the GTC can be viewed at www.hy-gen.eu/en/agb.

(4) These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the contractual partner shall only become part of the contract if and to the extent that HYGEN has expressly consented to their application. This requirement for consent applies in every case, including, for example, where HYGEN performs or has performed delivery to the contractual partner without reservation while being aware of the contractual partner’s general terms and conditions.

(5) Individual agreements made with the buyer in a specific case (including side agreements, supplements and amendments) shall in all cases take precedence over these GTC. Subject to proof to the contrary, a written contract or HYGEN’s written confirmation shall be decisive for the content of such agreements.

(6) Declarations and notices by the contractual partner relating to the contract (e.g. setting of deadlines, notification of defects, rescission or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).

(7) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

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2. Conclusion of Contract

(1) Offers made by HYGEN are non-binding and subject to change. This also applies if HYGEN has provided the contractual partner with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards), other product descriptions or documents, including in electronic form, in which HYGEN reserves ownership rights and copyrights.

(2) The ordering of HYGEN Products by the contractual partner shall be deemed a binding contractual offer. Unless the order indicates otherwise, HYGEN is entitled to accept this contractual offer within four (4) weeks of its receipt by HYGEN.

(3) Acceptance may be declared either in writing (e.g. by order confirmation), by delivery of the HYGEN Products, or by performance of the service to the contractual partner.

(4) Acceptance of the contract is subject to the condition that there are no obstacles arising from national and/or international legal provisions, in particular European and (US re-)export control law and embargo regulations or other export restrictions of a national or international nature.

(5) In the event of resale or transfer of HYGEN’s products (HYGEN Products) to third parties, the contractual partner must comply with the respectively applicable provisions of national and international export control law, in particular US re-export control law. In every case, when reselling HYGEN Products to third parties, the contractual partner must observe and comply with the re-export control provisions of the Federal Republic of Germany, the European Union and, where applicable, the United States of America.

(6) In the event of resale or transfer of HYGEN Products to third parties, the contractual partner undertakes towards HYGEN in particular to check and ensure by suitable measures that:

a) the provisions and conditions of all respectively relevant and currently applicable sanctions lists of the European Union and, where relevant, of the United States of America concerning legal transactions with companies, persons or organisations listed therein are complied with;

b) by selling or transferring HYGEN Products, or by providing services relating to them to third parties, the contractual partner does not violate an embargo of the European Union, the United States of America, where relevant, and/or the United Nations, including taking into account any restrictions on domestic transactions and any prohibitions on circumvention; and

c) the HYGEN Products are expressly not supplied to third parties for military use, in particular for prohibited or approval-required armaments-related, nuclear or weapons-related use, unless the required approvals are available and do not violate other currently applicable international sanctions regulations.

(7) If export control checks are carried out within HYGEN or are required externally by authorities, the contractual partner must, upon corresponding request by HYGEN, immediately provide HYGEN with all information and/or documentation available to it concerning:

a) the final recipient (name, address, contact details of a contact person),

b) the final destination/end-use location (company, address, contact details of a contact person),

c) the purpose of use,

of the HYGEN Products supplied by the contractual partner to third parties and any services provided by the contractual partner in this connection, as well as any applicable export-control restrictions relating thereto.

(8) The contractual partner shall immediately and without delay fully indemnify HYGEN against all claims asserted against HYGEN by authorities or other third parties due to the contractual partner’s failure to observe or breach the export-control obligations set out above, and undertakes towards HYGEN to compensate HYGEN for all damages and expenses incurred by HYGEN in this connection (lawyers’ fees, etc.).

(9) If the contractual partner instructs HYGEN to deliver directly to the third party (customer of the contractual partner), the contractual partner must, prior to delivery to the third party by HYGEN, provide HYGEN in particular with the results of the checks described in the preceding paragraphs as well as the information concerning the end user, final destination/end-use location and purpose of use. If it emerges that the delivery violates the respectively applicable provisions of national and international export control law, in particular US re-export control law, HYGEN is entitled to withdraw from the contract with the contractual partner and to claim damages from the contractual partner for breach of export-control obligations.

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3. Delivery Period and Delay in Delivery

(1) The delivery period shall be agreed individually or specified by HYGEN upon acceptance of the order (order confirmation). A transaction for delivery by a fixed date shall only be established if this is expressly agreed.

(2) If HYGEN is unable to meet binding delivery periods for reasons for which HYGEN is not responsible (non-availability of performance), HYGEN shall inform the contractual partner of this without delay and, where possible, notify the expected new delivery period. If the performance is no longer available, HYGEN is entitled to withdraw from the contract in whole or in part; any consideration already provided by the contractual partner shall be reimbursed by HYGEN without delay. A case of non-availability of performance within the meaning of this provision includes in particular late self-supply by a HYGEN supplier, if HYGEN has entered into a congruent covering transaction, neither HYGEN nor the supplier is at fault, or HYGEN is not obliged to procure in the individual case.

(3) The occurrence of delay in delivery by HYGEN shall be determined in accordance with statutory provisions. In every case, however, a reminder by the contractual partner is required.

(4) In the event of violations of export control law, both parties may withdraw from or terminate the contract, or cancel the remaining partial performances.

(5) Delays due to import or export controls shall suspend delivery times.

(6) The rights of the buyer under Clause 9 of these GTC and HYGEN’s statutory rights, in particular in the event of exclusion of the duty to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

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4. Delivery, Passing of Risk, Acceptance, Default of Acceptance

(1) Delivery shall be made FCA Mommenheim (Incoterms 2020), which is also the place of performance for delivery and any subsequent performance, unless expressly agreed otherwise. At the request and expense of the contractual partner, the HYGEN Products shall be shipped to another destination (sale by dispatch). Unless otherwise agreed, HYGEN is entitled to determine the type of shipment itself (in particular the carrier, route of shipment and packaging). Packaging material will not be taken back.

(2) In the case of intra-Community deliveries to another EU Member State, the contractual partner is obliged to promptly submit the corresponding documentary evidence (in particular confirmation of arrival) within three months in order to preserve VAT exemption. If HYGEN does not receive these documents, HYGEN must charge statutory VAT, which shall then be payable by the contractual partner.

(3) The risk of accidental loss and accidental deterioration of the HYGEN Products shall pass to the contractual partner at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the HYGEN Products as well as the risk of delay shall pass already upon delivery of the HYGEN Products to the forwarding agent, carrier or other person or institution designated to carry out the shipment. Where acceptance has been agreed, acceptance shall be decisive for the passing of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply mutatis mutandis to any agreed acceptance. If the contractual partner is in default of acceptance of the performance, the risk shall pass to the contractual partner.

(4) Serious events, such as in particular force majeure, industrial disputes, unrest, armed or terrorist conflicts, which have unforeseeable consequences for the performance of the contract, shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect, even if they should already be in default. This shall not entail an automatic termination of the contract. The contracting parties are obliged to notify each other of such an impediment and to adapt their obligations to the changed circumstances in good faith.

(5) If the contractual partner defaults on acceptance, fails to perform a required act of cooperation, or if HYGEN’s delivery is delayed for other reasons attributable to the contractual partner, HYGEN is entitled to claim compensation for the resulting damage, including additional expenses (e.g. storage costs and, where applicable, customs costs).

 

4a. Installation, Operation and Operator Obligations

(1) The contractual partner is responsible for ensuring that the HYGEN Products are operated only at a suitable, safe location that is permissible for the respective intended use. This includes, in particular, compliance with all statutory, regulatory and technical requirements applicable at the place of use, including requirements relating to occupational safety, fire protection, explosion protection, pressurised gases, electrical safety, ventilation, safety distances, access protection and environmental protection.

(2) Prior to commissioning, the contractual partner shall obtain, at its own expense, all permits, notifications, approvals or other regulatory prerequisites required for the installation, operation, storage and use of the HYGEN Products and shall maintain them during operation, unless these obligations have expressly been assumed by HYGEN.

(3) The contractual partner shall ensure that the HYGEN Products are operated, supervised and used only by suitable, instructed and, where required, qualified personnel. HYGEN’s operating instructions, safety instructions, maintenance requirements and other technical documentation must be complied with at all times.

(4) Unless HYGEN has expressly assumed responsibility for the hydrogen supply, the contractual partner shall be responsible for the proper provision, storage, supply and availability of hydrogen. This includes, in particular, hydrogen quality, pressure level, purity, quantity, connection conditions, pressure regulation, supply equipment, cylinder bundles, trailers, storage systems, piping and compliance with all applicable safety and operating regulations.

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5. Import Licence, Importability and Export Costs

(1) The contractual partner shall obtain the import licence as well as all approvals, permits or other required documents necessary in connection with import into the country of use and any transport via third countries, in particular to ensure that import processes are completed in accordance with customs and export-control regulations. The contractual partner bears the risk of an import ban at the time of conclusion of the purchase contract.

(2) The contractual partner bears the risk of subsequent import bans only if and to the extent that such a ban was recognisable at the time of conclusion of the purchase contract upon careful examination. In the event of a dispute, the contractual partner must prove that it carried out all suitable and necessary verification measures.

(3) Any costs, customs duties, charges, etc. incurred in connection with the export and import of the HYGEN Products shall be borne by the contractual partner. This also includes costs incurred upon determination of a subsequent import ban.

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6. Prices and Payment Terms

(1) Unless otherwise agreed in an individual case, HYGEN’s prices current at the time of conclusion of the contract shall apply exclusively in EUR, FCA Mommenheim (Incoterms 2020), plus any applicable statutory VAT at the rate in force from time to time.

(2) In the case of sale by dispatch pursuant to Clause 4(1), the contractual partner shall bear the transport costs from the agreed place of dispatch as well as the costs of any transport insurance requested by the contractual partner. Any customs duties, fees, taxes and other public charges shall be borne by the contractual partner.

(3) HYGEN reserves the right to charge a corresponding minimum quantity surcharge for orders with a HYGEN Product value of less than EUR 50 net.

(4) The remuneration shall become due and payable in accordance with the agreed payment terms set out in the order confirmation sent by HYGEN. HYGEN is entitled, also within an ongoing business relationship, at any time to make a delivery in whole or in part only against advance payment. HYGEN shall declare a corresponding reservation at the latest with the order confirmation.

(5) Upon expiry of the aforementioned payment period, the contractual partner shall be in default. During default, the purchase price shall bear interest at the applicable statutory default interest rate. HYGEN reserves the right to assert further damage caused by default.

(6) The contractual partner shall only be entitled to rights of set-off or retention to the extent that its claim has been finally adjudicated or is undisputed. In the event of defects in the delivery, the buyer’s counter-rights, in particular pursuant to Clause 8, remain unaffected.

(7) If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that HYGEN’s claim to the purchase price is or will be endangered by the contractual partner’s lack of ability to perform, HYGEN is entitled under the statutory provisions to refuse performance and, where applicable after setting a deadline, to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible items (custom-made items), HYGEN may declare withdrawal, either in whole or in part, immediately.

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7. Retention of Title

(1) Until full payment of all present and future claims of HYGEN against the contractual partner arising from the purchase contract and/or an ongoing business relationship (secured claims), HYGEN retains ownership of the sold HYGEN Products (retention of title).

(2) The HYGEN Products subject to retention of title may not be pledged to third parties or transferred by way of security before full payment of the secured claims. The contractual partner must notify HYGEN in writing without delay if an application to open insolvency proceedings is filed or if third parties access HYGEN Products belonging to HYGEN (e.g. seizures).

(3) In the event of conduct by the contractual partner in breach of contract, in particular non-payment of the due purchase price, HYGEN is entitled, in accordance with statutory provisions, to withdraw from the contract and/or demand surrender of the HYGEN Products on the basis of the retention of title. The demand for surrender does not simultaneously constitute a declaration of withdrawal; rather, HYGEN is entitled merely to demand surrender of the HYGEN Products and to reserve the right of withdrawal. If the contractual partner does not pay the due purchase price, HYGEN may assert this right only if the contractual partner has previously been set a reasonable deadline for payment without success, or if such setting of a deadline is dispensable under statutory provisions.

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8. Claims of the Contractual Partner in the Event of Defects

(1) The statutory provisions shall apply to the rights of the contractual partner in the event of material and legal defects (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise provided below.

(2) The warranty period is 12 months from the dispatch date (EXW/FCA date) of the delivery and shall not be interrupted by possible rectifications or subsequent performances.

(3) The basis of HYGEN’s liability for defects is above all the agreement reached regarding the quality of the HYGEN Products. The decisive basis for the agreed quality and scope of performance shall primarily be the specifications set out in the offer, the order confirmation or an expressly agreed technical specification. General information contained in catalogues, presentations, data sheets, websites or other documents serves to describe the product and shall not constitute a guarantee or binding commitment regarding specific performance values unless expressly agreed in writing as binding. Binding operating, safety and application limits set out in manuals, technical documentation or expressly agreed specifications shall remain unaffected.

(4) Where the quality has not been agreed, the existence or absence of a defect shall be assessed in accordance with the statutory provisions. HYGEN assumes no liability for public statements made by manufacturers or other third parties (e.g. advertising claims by suppliers).

(5) HYGEN shall generally not be liable for defects of which the buyer is aware at the time of conclusion of the contract or of which the buyer is not aware due to gross negligence (Section 442 BGB). The contractual partner’s claims for defects require that the contractual partner has complied with its statutory duties to inspect and give notice of defects. In the case of HYGEN Products intended for installation, connection or other further processing, an inspection must in every case be carried out immediately before processing. If a defect becomes apparent upon delivery, during inspection or at any later point in time, HYGEN must be notified thereof in writing without delay. In every case, obvious defects must be notified in writing within five working days from delivery, and defects not recognisable upon inspection must be notified in writing within the same period from discovery. If the contractual partner fails to carry out the proper inspection and/or notification of defects, HYGEN’s liability for the defect not notified, or not notified in due time or properly, shall be excluded in accordance with statutory provisions. In the case of Goods intended for incorporation, attachment or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of breach of one of these obligations; in this case, the buyer shall in particular have no claims for reimbursement of corresponding costs (“removal and installation costs”).

(6) If the delivered item is defective, HYGEN may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering an item free of defects (replacement delivery). HYGEN’s right to refuse subsequent performance under the statutory conditions remains unaffected.

(7) HYGEN is entitled to make the owed subsequent performance conditional upon the contractual partner paying the due purchase price. The contractual partner is, however, entitled to retain a reasonable part of the purchase price in proportion to the defect, provided the defect has been acknowledged by HYGEN.

(8) The contractual partner must give HYGEN the time and opportunity required for the owed subsequent performance, in particular handing over the complained-about HYGEN Products for inspection purposes; however, the buyer has no right to demand the return of the goods. In the case of replacement delivery, the contractual partner must return the defective item to HYGEN in accordance with statutory provisions. Subsequent performance includes neither removal of the defective item nor reinstallation if HYGEN was not originally obliged to install it. Claims of the contractual partner for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected to the extent that HYGEN is legally obliged to bear them.

(9) The expenses required for the purpose of inspection and subsequent performance, in particular transport, customs, travel, labour and material costs as well as, where applicable, removal and installation costs, shall be borne or reimbursed by HYGEN in accordance with statutory provisions if a defect actually exists. Otherwise, HYGEN may demand reimbursement from the contractual partner of the costs arising from the unjustified request to remedy defects (in particular inspection and transport costs) if the contractual partner knew or could have recognised that no defect actually existed.

(10) In particular, no material defect shall exist if malfunctions or damage are based on:

a) operation of the H2 GenSets with hydrogen quality that does not meet the specifications or is contaminated;

b) operation outside the load, temperature or ambient conditions specified in data sheets and manuals;

c) modifications, repairs or interventions that were not carried out by HYGEN or by HYGEN-authorised service partners;

d) faulty installation, connection or infrastructure (e.g. H2 supply, electrical installation) by the contractual partner or third parties.

(11) Where HYGEN provides the contractual partner with pilot, test or prototype systems expressly identified as such, limited warranty rights shall apply to these. In particular, there shall be no claim to specific availability levels, no claim for compensation for loss of use or production downtime, and no claim to series-production state of the art. HYGEN is entitled to adapt or retrofit such systems for testing and optimisation purposes.

(12) Claims of the contractual partner for damages or reimbursement of wasted expenses shall, even in the event of defects, exist only in accordance with Clause 9 and are otherwise excluded.

(13) A specific availability, runtime, hydrogen consumption, emission reduction, economic efficiency, load coverage or other performance indicator of the HYGEN Products shall only be owed if expressly agreed in writing as a binding quality, guarantee or service level.

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9. Other Liability

(1) Unless otherwise provided in these GTC, including the following provisions, HYGEN shall be liable for breach of contractual and non-contractual obligations in accordance with statutory provisions.

(2) HYGEN shall be liable for damages, irrespective of the legal basis, within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, HYGEN shall be liable, subject to a milder standard of liability under statutory provisions (e.g. for care in its own affairs), only:

a) for damages arising from injury to life, body or health;

b) for damages arising from a not insignificant breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, HYGEN’s liability shall be limited to compensation for foreseeable damage typical for the contract.

(3) The limitations of liability resulting from paragraph 2 shall also apply in the event of breaches of duty by or for the benefit of persons whose fault HYGEN is responsible for under statutory provisions. They shall not apply where HYGEN has fraudulently concealed a defect or has assumed a guarantee for the quality of the HYGEN Products, or to claims of the contractual partner under the German Product Liability Act.

(4) Due to a breach of duty that does not consist of a defect, the contractual partner may rescind or terminate the contract only if HYGEN is responsible for the breach of duty. Any free right of termination of the contractual partner is excluded. In all other respects, the statutory requirements and legal consequences apply.

(5) If the contractual partner or a third party independently makes modifications, repairs or adaptations to the Goods delivered by HYGEN without HYGEN’s prior consent, the warranty shall expire with immediate effect. This also applies to Goods damaged by improper handling, operation or installation. Warranty claims also exist only if all maintenance work on the delivered Goods is carried out in accordance with the maintenance schedule and exclusively by a HYGEN service technician or HYGEN-authorised trained personnel. Maintenance by unauthorised personnel or deviations from the maintenance schedule shall lead to exclusion of the warranty to the extent that the defect is based thereon.

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10. Limitation Period

(1) The general limitation period for claims arising from material and legal defects is one year from delivery. Where acceptance has been agreed, the limitation period begins upon acceptance.

(2) If the HYGEN Products are a structure or an item that has been used for a structure in accordance with its customary use and has caused the defectiveness of that structure (building material), the limitation period shall be five years from delivery in accordance with the statutory provision (Section 438(1) No. 2 BGB). Further statutory special provisions on limitation periods also remain unaffected (in particular Section 438(1) No. 1, (3), Sections 444, 445b BGB).

(3) The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages of the buyer that are based on a defect in the Goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would result in a shorter limitation period in the individual case. Claims for damages of the buyer pursuant to Clause 9(2), sentence 1 and sentence 2(a), as well as under the German Product Liability Act, shall be subject exclusively to the statutory limitation periods.

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11. Digital Services and HYGEN Platform

(1) HYGEN may provide the contractual partner with digital services in connection with HYGEN Products, in particular an online platform or customer portal (“HYGEN Platform”) for monitoring, diagnosis, documentation or management of H2 GenSets, as well as supplementary software or cloud services.

(2) The contractual partner receives a simple, non-exclusive, non-transferable right of use for the duration of the contractual cooperation. Disclosure to third parties or sublicensing is not permitted without HYGEN’s prior written consent, unless this is strictly necessary for the use of the HYGEN Products at the end customer.

(3) HYGEN is entitled to further develop, modify or discontinue, in whole or in part, the content, functions and technical configuration of the HYGEN Platform, provided that this does not violate the contractually assured core services.

(4) HYGEN assumes no liability for:

a) temporary unavailability of the HYGEN Platform due to maintenance, updates or technical disruptions;

b) delays or restrictions caused by the contractual partner’s IT infrastructure or internet connection;

c) loss of data, unless caused by grossly negligent or intentional conduct by HYGEN;

d) loss of profit, production downtime or other indirect or consequential damages, to the extent permitted by law.

(5) The contractual partner is obliged to keep access data for the HYGEN Platform confidential and to protect it against access by third parties. HYGEN is entitled to block access if there are concrete indications of misuse.

(6) Where recommendations for action, status displays or forecasts are displayed via the HYGEN Platform (e.g. maintenance recommendations, error codes, runtime forecasts), these do not release the contractual partner from the obligation to independently check, monitor and ensure safe operation of the H2 GenSets in accordance with the respectively applicable technical rules, standards and operating instructions.

(7) HYGEN shall be entitled to collect, store, analyse and use technical operating, condition, usage, consumption, fault and service data of the HYGEN Products to the extent necessary or appropriate for the performance of the contract, monitoring, diagnosis, maintenance, troubleshooting, operational optimisation, billing, documentation, improvement of HYGEN Products and digital services, and the preparation of operating, consumption or emissions reports.

(8) HYGEN shall also be entitled to use anonymised or aggregated data for internal analyses, product development, quality improvement, statistical evaluations and benchmark values, provided that no conclusions can be drawn regarding trade or business secrets of the contractual partner or its customers. Personal data shall only be processed in accordance with the applicable data protection laws.

 

12. Rental of HYGEN Products

(1) HYGEN may provide HYGEN Products for rental for a limited period of time. The rental object, rental period, rental fee and place of use shall be set out in the offer and order confirmation.

(2) The contractual partner is obliged to operate the rental objects exclusively in accordance with the contract, properly and in accordance with the technical documentation. Use outside the specified operating conditions is not permitted.

(3) Upon handover of the rental object, the risk of accidental loss and accidental deterioration shall pass to the contractual partner. During the rental period, the contractual partner is responsible for safe operation, proper supervision and protection against damage, loss or theft.

(4) The contractual partner is obliged to insure the rental object appropriately at its own expense for the duration of the rental period, in particular against theft, damage and liability losses. Proof of insurance must be provided to HYGEN upon request.

(5) Maintenance, service and repair work may be carried out exclusively by HYGEN or by service partners authorised by HYGEN. Independent interventions are not permitted.

(6) The contractual partner shall be liable for all damage occurring during the rental period that exceeds contractual wear and tear. This applies in particular to damage caused by improper operation, overload or faulty infrastructure.

(7) At the end of the rental period, the rental object must be returned complete, cleaned and in proper condition. Missing parts or damage shall be charged to the contractual partner.

(8) Agreed rental fees are owed irrespective of actual use. Downtime does not release the contractual partner from the payment obligation.

(9) Consumption and operating costs, in particular for hydrogen, energy, transport, assembly and dismantling as well as operating personnel, shall be borne by the contractual partner unless expressly agreed otherwise.

(10) Early return of the rental object by the contractual partner does not release the contractual partner from the obligation to pay the agreed rental fee for the entire agreed rental period, unless HYGEN expressly consents in writing to early termination of the rental agreement.

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13. Choice of Law and Place of Jurisdiction

(1) These GTC and the contractual relationship between HYGEN and the contractual partner shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship shall be the competent court at HYGEN’s registered office in Frankfurt am Main. However, HYGEN is also entitled in all cases to bring an action at the place of performance of the delivery obligation pursuant to these GTC or a prevailing individual agreement, or at the contractual partner’s general place of jurisdiction. Mandatory statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.