Terms and Conditions - 1PS TECHNOLOGY

1. Scope and Binding Effect

1.1 These General Terms and Conditions of 1PS TECHNOLOGY a. s. (the “GTC”) govern, with binding effect, the contractual relationship between 1PS TECHNOLOGY a. s., with its registered office at Strakonická 12, Prague 5 Lahovice, 159 00, Czech Republic, Company ID No. 194 91 671, VAT ID No. CZ 194 91 671, registered in the public register maintained by the Municipal Court in Prague, Section B, File No. 28 246, acting as the seller and thus as the party providing the characteristic performance (hereinafter “1PS TECHNOLOGY”, the “Company” or the “Seller”), and the other contracting party acting as the buyer (or customer) (hereinafter the “Buyer” or the “Client”; the Buyer and the Seller together also referred to as the “Parties”), provided that the relevant purchase agreement (framework purchase agreement, agreement to enter into a future purchase agreement or confirmed order) expressly and unequivocally refers to the GTC (for example, by reference to their publication on the internet) and/or the GTC are attached as an annex to such agreement (the “Agreement”).

1.2 In the event of any conflict between the Agreement and the GTC, the provisions of the Agreement shall prevail.

1.3 These GTC establish the basic legal framework for all commercial transactions between the Seller and the Buyer. They therefore apply to all offers, sales and deliveries of Goods made by the Seller.

1.4 The Seller reserves the right to amend or supplement these GTC at any time. Unless expressly stated otherwise, any such amendments shall take effect upon their publication on the Seller’s website (see Clause 2.4.2 of these GTC). The Seller is not required to notify the Buyer expressly of any such amendment; Clients are therefore solely responsible for regularly familiarising themselves with the current version of the GTC.

1.5 If any provision of these GTC becomes invalid or unenforceable for any reason, this shall not affect the validity of the remaining provisions and the Seller shall, where appropriate, be entitled to replace that provision with wording having a similar meaning.

1.6 The GTC shall take precedence over trade usages. The Parties agree that, in the legal relationship established by the Agreement, non-mandatory provisions of law shall take precedence over trade usages.

1.7 These GTC may be drawn up in Czech and English language versions. In the event of any discrepancy between the language versions, the Czech version shall prevail.

2. General Provisions

2.1 1PS TECHNOLOGY is a significant manufacturer and supplier of “second-life” battery systems, i.e. comprehensive energy storage solutions comprising, in particular, battery modules, a battery management system (BMS), power electronics, control and safety elements and other related technical components and, where applicable, other technical equipment (together, the “Battery System” or the “Goods”). The Company has full legal capacity to carry on business activities in the development, manufacture and sale of battery systems.

2.2 The Company’s products are designed, manufactured and tested in accordance with the applicable national and international laws and regulations, technical standards and safety standards relating to battery systems and energy storage equipment. The Seller shall be responsible for ensuring that Goods placed on the market comply with the requirements of the laws and regulations in force at the time they are placed on the market.

2.3 The Seller declares its commitment to environmental sustainability. In particular, second-life Battery Systems are conceived as solutions supporting the re-use of battery cells, optimisation of their life cycle and reduction of environmental impact, including CO₂ emissions and waste generation. The Seller’s business activities are based on the principles of the circular economy.

2.4 The following contact details shall be used for all communications between the Seller and the Client:

2.4.1 email address: hello@1ps.technology,
2.4.2 official website available at: https://1ps.technology/, and
2.4.3 Czech data mailbox ID: k7uru4e.

2.5 All legal relationships between the Seller and the Buyer shall be governed by the laws of the Czech Republic. The Parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The contractual relationship between the Seller and the Buyer shall be governed exclusively by the laws of the Czech Republic, excluding conflict-of-laws rules that would result in the application of the laws of another jurisdiction.

2.6 Any disputes arising from commercial transactions between the Seller and the Buyer shall first be addressed amicably and escalated from the persons who negotiated the relevant transaction to the members of the statutory bodies of the Parties. If such negotiations do not result in agreement and mutual understanding between the Parties, the dispute shall be decided in court proceedings by the courts of the Czech Republic having subject-matter jurisdiction, with territorial jurisdiction determined by reference to the registered office of 1PS TECHNOLOGY.

3. Product Specifications

3.1 The Battery Systems are intended for residential, commercial and industrial applications, including modular rack solutions, containerised storage systems and other system configurations. Their specific types, technical characteristics and model ranges are described in greater detail on the Seller’s website and, where applicable, in other promotional and technical materials, including the current price list.

3.2 The binding technical specification of a particular Battery System, including in particular its capacity, performance parameters, dimensions, weight and other material technical characteristics, shall be determined exclusively by the Agreement (in particular its technical specification, an annex to the Agreement or Part 3. of these GTC). The specification so agreed shall be binding on both Parties.

3.3 Information provided on the Seller’s website or in other informational, technical or marketing materials (including price lists and technical data sheets) is general and for information purposes only. Such information does not constitute a binding offer or an assurance as to the characteristics of the particular Battery System to be supplied unless it is expressly incorporated into the Agreement.

3.4 In view of ongoing technical development and product optimisation, the Seller reserves the right to modify the design, technical parameters or other specifications of its Battery Systems at any time, without giving rise to any right of the Buyer to amend an Agreement already entered into, provided that the agreed material parameters of the Goods are not thereby adversely affected.

3.5 The Buyer acknowledges that information concerning the products, their technical characteristics and their manner of use is provided on the basis of currently available knowledge and data. The Seller shall be responsible only for characteristics expressly agreed in the Agreement and shall not be liable for inaccuracies or omissions in generally available informational materials.

3.6 Battery Systems are technical equipment intended to be professionally installed and commissioned by a suitably qualified person possessing the requisite professional competence. Installation carried out in breach of this requirement may affect rights arising from defective performance and the validity of the warranty.

3.7 The Buyer shall be responsible for ensuring that the place at which the Battery System is to be installed or operated is technically, structurally, operationally and legally suitable for the siting, installation, connection and use of the Battery System, in particular as regards the electrical installation, fire safety, load-bearing capacity, ventilation, protection against weather conditions, access for servicing and compliance with any permitting, notification, distribution-system or other public-law requirements. Unless expressly agreed otherwise in the Agreement, the Seller shall not be responsible for project preparation, construction readiness, connection to the distribution system, authorisation to operate or compliance of the installation site with the requirements of third parties, in particular the owner of the property, the operator of the site or the distribution system operator. If the Buyer places the Battery System in a property or site that is not in its exclusive ownership or use, the Buyer shall, before installation, obtain all consents of the owner, operator or other authorised person required for the siting, installation, operation, servicing, possible dismantling and removal of the Battery System.

3.8 Without the Seller’s prior written consent, the Buyer shall not dismantle, modify or refurbish the Battery System or any of its parts, change their configuration, remove battery modules or cells, make them accessible to unauthorised persons or otherwise handle them in a manner that could endanger persons, property or the environment. At the end of the Battery System’s service life, the Buyer shall ensure that the Battery System and its parts are handled in accordance with the applicable laws and regulations and the Seller’s technical instructions; this shall be without prejudice to any obligations of the Seller under mandatory law.

3.9 The Seller shall be entitled to recommend or carry out a maintenance, safety or technical update of the firmware, software, BMS, EMS or any other control element of the Battery System where such update is necessary for the safe, proper or efficient operation of the Goods. If the Buyer does not permit such an update to be carried out, or if the Battery System is operated with outdated firmware or software for reasons attributable to the Buyer, this may affect rights arising from defective performance and the warranty to the extent that it contributed to the occurrence, continuation or extent of the defect.

4. Orders and Conclusion of the Agreement

4.1 The Buyer may place an order in writing, in particular by email, or by any other demonstrable means of communication. The Buyer shall include in the order all information necessary for its proper assessment and fulfilment, in particular a precise specification of the requested Goods, their quantity, the place of delivery and invoicing details. The Seller shall not be liable for any incorrect or incomplete specification of the Goods provided by the Buyer. At the Buyer’s request, the Seller may provide professional advice on the selection of an appropriate solution before the Agreement is entered into; in doing so, however, the Seller does not assume responsibility for the Buyer’s final decision regarding the technical configuration of the Goods, unless expressly agreed otherwise in the Agreement.

4.2 The Buyer’s order constitutes an offer to enter into the Agreement. The Agreement shall be concluded when the Seller’s written order confirmation is delivered to the Buyer. The order confirmation shall include, in particular, the specification of the Goods, the price, the anticipated delivery date and other terms of performance.

4.3 The Agreement may also be entered into by signing a separate contractual document in hard copy or electronic form; in such case, the Agreement shall be concluded when it is signed by the last of the Parties.

4.4 Any amendment or cancellation by the Buyer of an order or an Agreement already entered into shall require the Seller’s prior written consent. The Seller shall be entitled to make such consent conditional upon reimbursement of the reasonably incurred costs arising in connection with the preparation or performance of the relevant supply.

5. Price and Payment Terms

5.1 The price of the Goods shall be based on the Seller’s current price list published on its website; the price list is for information purposes only and does not constitute a binding offer. The final price of the Goods shall be specified in the Agreement or the order confirmation and may be agreed individually, taking account of the scope, configuration and terms of the particular supply.

5.2 Unless expressly agreed otherwise in the Agreement, all prices are stated in Czech crowns (CZK) and are exclusive of value added tax (VAT). VAT shall be added at the statutory rate applicable on the date of the taxable supply.

5.3 Following conclusion of the Agreement and before delivery of the Goods, the Seller shall issue an advance invoice for part of the purchase price, generally between 50 % and 100 % of the agreed price, unless the Agreement provides otherwise. Payment shall be made by bank transfer to the Seller’s bank account specified on the invoice. Unless agreed otherwise, the remaining part of the purchase price (the balance) shall be due no later than upon delivery of the Goods, and the Seller shall be entitled to make handover of the Goods conditional upon full payment of the purchase price.

5.4 Invoices shall be issued electronically and delivered to the Buyer by email, usually in PDF format. An electronic invoice shall meet all requirements applicable to a tax document under the applicable laws and regulations.

5.5 Unless agreed otherwise in the Agreement, the standard payment term shall be fifteen (15) calendar days from the date of issue of the invoice. Payment shall be deemed duly made when the relevant amount is credited to the Seller’s bank account.

5.6 If the Buyer is in default in paying a monetary obligation, the Seller shall be entitled to charge default interest at the rate of 0.05 % of the outstanding amount for each day, or part of a day, of default. If the Buyer remains in default in paying the purchase price for more than sixty (60) calendar days, the Seller shall be entitled to demand the return of the Goods, and the Buyer shall permit the Seller to access the premises in which the Goods are located and to separate and repossess them, in each case to the extent consistent with the retention of title under Clause 5.7 of these GTC. The Buyer shall procure the co-operation of all third parties whose rights or authorisations are required to enable access to the Goods and their return to the Seller, in particular the owner of the property or the operator of the site at which the Goods are located.

5.7 Title to the Goods shall remain with the Seller until the purchase price has been paid in full (100 %). The Seller reserves the right to assert its title if the Buyer fails to pay the purchase price in full by the agreed due date. The retention of title shall also apply to Goods that have been installed, attached, processed or otherwise incorporated by the Buyer into another item, to the extent that separation is technically possible without disproportionate damage. Until the purchase price has been paid in full, the Buyer shall not pledge the Goods, encumber them with third-party rights or otherwise deal with them in a manner that could jeopardise the Seller’s title. If insolvency proceedings are commenced against the Buyer, the Buyer shall promptly inform the insolvency administrator of the Seller’s retention of title.

5.8 The Buyer shall bear all taxes, customs duties and other public-law charges relating to delivery of the Goods, unless the law provides otherwise or the Agreement expressly provides otherwise.

5.9 If the Goods are delivered outside the Czech Republic or the price is agreed in another currency, the currency of payment and tax treatment shall be governed by the Agreement and the applicable laws and regulations, in particular those governing VAT and, where applicable, the reverse charge mechanism. The Buyer shall provide the Seller with all co-operation necessary for the correct tax treatment of the supply, in particular by providing its valid VAT identification number and any other relevant information.

6. Delivery of the Goods

6.1 The delivery period shall depend on the type, scope and technical configuration of the Battery System ordered. For standardised and serially manufactured solutions, the indicative delivery period is generally up to four (4) weeks from payment of the agreed part of the purchase price. For technically enhanced, modular or individually configured systems, the indicative delivery period is generally up to eight (8) weeks. For complex or project-specific systems, in particular containerised or otherwise structurally specific solutions, the delivery period may be longer and shall always be agreed individually in the Agreement or specified in the order confirmation. The delivery period agreed in the Agreement or specified in the order confirmation shall prevail. The Seller shall inform the Buyer of the anticipated delivery date when confirming the order and shall notify the Buyer without undue delay of any material change to that period.

6.2 The Goods shall either be delivered by a carrier or made available for collection at a place designated by the Seller. Unless agreed otherwise in the Agreement, transport shall be arranged by the Buyer, who shall bear all associated costs. If transport is arranged by the Seller, it shall be arranged at the Buyer’s cost and risk, unless expressly agreed otherwise.

6.3 The risk of loss of or damage to the Goods shall pass to the Buyer when the Goods are handed over to the first carrier for transport or when the Buyer collects the Goods in person, whichever occurs first (together, “Acceptance of the Goods”), unless the Agreement or the applicable Incoterms® 2020 delivery term provides otherwise.

6.4 Unless expressly agreed otherwise in the Agreement, delivery of the Goods shall be made FCA (Free Carrier) under Incoterms® 2020 at the Seller’s registered office or place of business. If another Incoterms® 2020 delivery term is agreed, that term shall prevail over the provisions of these GTC governing the transfer of risk and allocation of transport costs.

6.5 Upon delivery of the Goods, the Seller shall provide the Buyer with the customary delivery documentation appropriate to the nature of the Goods, in particular a delivery note, tax document and, where applicable, other technical or transport documents.

6.6 The Buyer shall inspect the Goods without undue delay upon Acceptance of the Goods and record any apparent defects or damage in the transport or delivery document. If the Buyer does not notify apparent defects immediately upon Acceptance of the Goods, the Goods shall be deemed to have been accepted without apparent defects.

6.7 If delivery is delayed for reasons attributable to the Seller, the Buyer shall be entitled to request an appropriate explanation and to grant the Seller an additional reasonable period for performance. The Buyer may withdraw from the Agreement only in the event of a material breach of the Agreement or if the Seller fails to perform its obligation within that additional period, unless the delay is caused by circumstances excluding liability under these GTC.

6.8 The Buyer shall ensure that the export, import, onward transport, installation and use of the Goods comply with all applicable laws and regulations, in particular those governing export controls, international sanctions and trade restrictions. The Buyer undertakes that the Goods shall not be supplied, transferred or made available, directly or indirectly, to any person or entity, or into any country, subject to sanctions or other restrictive measures where this would breach the laws and regulations of the European Union or any other binding rules. The Seller shall be entitled to refuse or suspend performance of the Agreement if such performance would result in a breach of those rules, without the Buyer thereby becoming entitled to damages.

6.9 If the Agreement provides that the Seller’s performance also includes commissioning of the Battery System, that part of the performance shall be deemed completed upon signature of a handover or acceptance certificate or, alternatively, when the Buyer unreasonably refuses to sign such certificate even though the Battery System has no defects preventing its normal use. Minor defects or outstanding items that do not prevent the safe and normal use of the Battery System shall not constitute grounds for refusing acceptance, provided that they are recorded in the certificate together with a reasonable period for their remedy.

7. Liability for Defects, Quality Warranty and Claims

7.1 The Seller provides a warranty for all types of Battery Systems offered by the Company. The warranty covers the following potential defects in the Goods:

7.1.1 A decrease in the usable capacity of the Battery System below 80 % of the reference usable capacity within sixty (60) calendar months from Acceptance of the Goods, or a decrease in the usable capacity of the Battery System below 60 % of the reference usable capacity within one hundred and twenty (120) calendar months from Acceptance of the Goods, provided in each case that the warranty shall apply only until the earlier of the attainment of the maximum cumulative energy throughput or the maximum number of equivalent full cycles specified for the relevant Battery System in the Agreement, technical specification, technical data sheet or handover certificate. The reference usable capacity means the usable capacity of the Battery System stated on the rating plate affixed by the Seller to the Battery System and/or in the handover certificate, as determined by the Seller at the time of manufacture, refurbishment or commissioning. The decrease in usable capacity shall be assessed under standard test conditions specified by the Seller and made available to the Buyer, in particular at a Battery System temperature of between 20°C and 30°C, after charging to the upper SOC limit specified by the Seller, allowing the system to stabilise and subsequently discharging it to the lower SOC or voltage limit specified by the Seller. Unless expressly provided otherwise in the Agreement or the technical specification, usable energy shall be assessed on the DC side of the Battery System.
7.1.2 Defects in materials or electronic components of the Battery System, or other manufacturing defects, that become apparent within twenty-four (24) calendar months from Acceptance of the Battery System.
7.1.3 The quality of small parts and consumables for a period of three (3) calendar months from Acceptance of the Goods.

7.2 The Seller excludes liability for defects and the quality warranty shall not apply to:

7.2.1 Damage to the Goods caused by improper use, neglect, deliberate damage, unauthorised intervention or repair, or failure to comply with applicable safety standards and regulations, whether by the Buyer or a third party.
7.2.2 Normal wear and tear resulting from use of the Goods, except for a decrease in usable capacity expressly covered by the capacity warranty under Clause 7.1.1 of these GTC.
7.2.3 Damage resulting from natural events or force majeure, such as floods, storms, overvoltage or undervoltage in the electricity distribution network, earthquakes and similar events.
7.2.4 Damage caused by improper installation or incorrect commissioning (in which case the relevant contractor that carried out the installation and/or commissioning must be contacted).
7.2.5 Damage, defects, reduced performance or loss of capacity caused by operation outside the agreed purpose or approved application, or contrary to the Agreement, technical specification, operating manual or other documentation provided or made available to the Buyer, including in particular use of the Battery System for balancing services, frequency regulation, high-frequency energy arbitrage, intensive peak shaving or other operating modes imposing above-standard loads, unless such intended use was expressly agreed; and damage caused by an unsuitable operating environment, improper storage, insufficient ventilation, excessive temperature or humidity, condensation, dust, corrosion, direct sunlight, ingress of water, animals or foreign objects, failure to carry out prescribed maintenance, or use of an unapproved inverter, control system, protective device or other equipment connected to the Battery System.

7.3 Warranty rights shall not arise, or shall lapse, to the extent that any of the following circumstances contributed to the occurrence, continuation or extent of the defect:

7.3.1 failure to comply with the instructions set out in the operating manual or in any other documents received by the Buyer together with the Battery System;
7.3.2 mechanical damage to the Battery System, damage caused by defective electrical equipment connected to the Battery System or by a defect in that connection, in particular a defect in the electrical installation;
7.3.3 use of incorrect equipment in connection with the Battery System;
7.3.4 any unauthorised intervention in the settings of the Battery System, BMS, EMS, firmware, software, communications interface, protective limits, charging or discharging parameters, inverter or other equipment connected to the Battery System, beyond the standard user configuration permitted by the Seller;
7.3.5 prolonged overheating of the Battery System;
7.3.6 leaving the Battery System in a discharged state, i.e. below 5 % of its total capacity, for longer than permitted by the Agreement, technical specification, operating manual or other documentation provided or made available to the Buyer;
7.3.7 leaving the Battery System at a state of charge exceeding 95% of its total capacity for longer than permitted by the Agreement, technical specification, operating manual or other documentation provided or made available to the Buyer;
7.3.8 use of the Battery System outside its normal operating mode or outside the limits specified in the Agreement, technical specification, operating manual or other documentation provided or made available to the Buyer, including in particular exceeding the maximum charging or discharging current, operation above 0.5 C, operation outside the permitted SOC range, or exceeding the maximum cumulative energy throughput or the maximum number of equivalent full cycles. For the purposes of these GTC, an equivalent full cycle means the cumulative energy throughput through the Battery System converted into a number of cycles by reference to the reference usable capacity of the Battery System.

7.4 The Buyer shall notify the Seller of any defect in the Goods by submitting a claim without undue delay after discovering it. The claim shall be made by written notice specifying in sufficient detail the identified defect or the manner in which it manifests itself. If the Buyer does not notify the defect without undue delay after it could have discovered it by exercising due professional care, the Buyer shall have no rights arising from defective performance. The Buyer shall notify defects in, or submit claims relating to, the Goods exclusively in one of the following ways:

7.4.1 by email to: servis@1ps.technology; or
7.4.2 by registered letter to the Seller’s registered office specified in Clause 1.1 of these GTC; or
7.4.3 by a message sent to the Seller’s Czech data mailbox specified in Clause 2.4.3 of these GTC.

7.5 In the case of a claim concerning a decrease in usable capacity or any other defect whose assessment depends on the operating mode of the Battery System, the Buyer shall provide the Seller, together with the claim or without undue delay following the Seller’s request, with the available operating data and logs from the Battery System, BMS, EMS, inverter or other related equipment. If the Buyer does not provide such data or prevents their verification, the Seller shall not be required to accept the claim to the extent that the absence of such data prevents or materially impedes assessment of whether the claim is justified.

7.6 The Seller shall examine the notified defect and arrange for it to be dealt with further on the following terms:

7.6.1 The Seller undertakes to examine the notified defect within five (5) working days of receipt of a duly submitted notice of defect. The examination shall usually be carried out by a physical inspection of the Goods on site, remotely (where the technology permits) or by consultation with the Buyer. The examination of the notified defect may also include an evaluation of operating data and logs from the Battery System, BMS, EMS, inverter or other related equipment.
7.6.2 The Parties shall agree the period for remedying or otherwise resolving a notified defect that could not be remedied during the examination under Clause 7.6.1 of these GTC, having regard to the nature and extent of the defect. This shall apply in particular to more extensive defects requiring the preparation of a technical method statement. If the Parties do not agree a period for remedying such notified defect, the defect shall be remedied no later than thirty (30) days after receipt of a duly submitted notice of defect; a later date shall apply only if the defect cannot reasonably and effectively be remedied within that period due to, for example, the extent of the defect, availability of spare parts or climatic conditions.
7.6.3 If the notified defect cannot be remedied within thirty (30) calendar days, the Seller shall inform the Buyer of the reason for extending the period and the anticipated timetable for the next steps.

7.7 The Buyer shall provide the Seller with the co-operation necessary to examine and remedy the notified defect, in particular by allowing the Seller access to the premises required for examination and remedy of the defect and access to the Battery System and related equipment, providing reasonable co-operation in obtaining operating data, diagnostic data and logs and, where applicable, permitting remote access to the Battery System where the technology allows and such access is required to examine or remedy the defect. If the Buyer does not provide such co-operation, the Seller shall not be in default with respect to the periods specified above for as long as the lack of co-operation prevents the proper examination or remedy of the notified defect.

7.8 If the Seller accepts a defect or claim as justified and duly and timely submitted, the Seller shall decide whether to repair, replace, supplement or modify the Goods or any part of them, bring them into a condition complying with the warranty terms, or grant a reasonable reduction in the purchase price; the Buyer shall not be entitled to choose the manner in which the claim is settled. A replacement may be made using a new, refurbished, used, functionally equivalent or capacity-equivalent part, module, component or Battery System, provided that, following replacement, the function and parameters required by the Agreement and these GTC are maintained. In the case of a claim concerning a decrease in usable capacity, the Seller may also settle the claim by adding, replacing or modifying part of the Battery System so that, after the intervention, the Battery System meets the applicable guaranteed usable capacity. The Parties shall draw up a record confirming that the notified defect has been remedied or otherwise recording the manner in which the claim has been settled; alternatively, the Buyer shall state the reasons for refusing to accept the repair or other resolution of the defect. A repair, replacement, supplement or other settlement of a claim shall not commence a new warranty period; unless expressly agreed otherwise, the warranty shall continue only for the remaining part of the original warranty period.

7.9 If it is established that the Buyer notified a defect and asserted rights arising from defective performance without justification, i.e. that the notified defect is not a defect in the Goods or a defect covered by the warranty, the Buyer shall reimburse the Seller for all reasonably incurred costs arising in connection with the examination or handling of the defect notified without justification.

8. Liability for Damage and Limitation of Liability

8.1 The Seller shall be liable for damage caused by a breach of contractual obligation only to the extent provided in these GTC and the applicable laws and regulations. The Buyer’s rights arising from defective performance and the quality warranty are governed in particular by Part 7. of these GTC; this shall not give rise to any entitlement of the Buyer to compensation for loss or damage beyond the limitations agreed in this Part 8., unless mandatory law provides otherwise.

8.2 Unless agreed otherwise in the Agreement, the Seller’s total aggregate liability for all loss or damage incurred by the Buyer in connection with one particular delivery of Goods, irrespective of the legal basis of the claim (whether contractual or non-contractual), shall be limited to an amount equal to the purchase price actually paid for that delivery, which amount shall constitute the maximum aggregate limit for all claims arising out of or in connection with that delivery.

8.3 The Seller shall not be liable for any indirect or consequential loss, including in particular loss of profit, loss of opportunity, loss of operating data, interruption of operations, damage to connected technologies or equipment, claims by third parties against the Buyer or recourse claims by the Buyer’s installation or service partners, irrespective of whether such loss was foreseeable.

8.4 The limitations of liability under this Part shall not apply to loss or damage caused intentionally or by gross negligence, or to the extent that liability cannot be excluded or limited under mandatory provisions of law (in particular liability for damage caused by a defective product).

8.5 Neither Party shall be liable for any delay or breach of obligation caused by an extraordinary, unforeseeable and insurmountable obstacle arising beyond its control, including in particular a natural disaster, war, embargo, disruption of the supply chain, interruption of energy supplies, regulatory restriction or decision of a public authority. The Party affected by force majeure shall inform the other Party without undue delay and use reasonable efforts to minimise its effects. Any affected periods for performance shall be extended for the duration of the circumstance excluding liability.

8.6 The Buyer acknowledges that the above limitations of liability constitute a material part of the Parties’ agreed allocation of business risk.

9. Personal Data Protection and Confidentiality

9.1 All collection and processing of personal data shall be carried out in accordance with the applicable laws and regulations, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (the “GDPR”), and, where applicable, national legislation adopted to implement the GDPR.

9.2 The Seller collects and processes Buyers’ personal data to the extent necessary to carry out the commercial transaction, in particular names, contact details and invoicing documents and data. The Seller processes personal data of natural persons acting for or on behalf of the Buyer to the extent necessary to enter into and perform the Agreement and to comply with the Seller’s legal obligations, in particular on the basis of Article 6(1)(b) and (c) of the GDPR and, where applicable, on the basis of expressly given consent.

9.3 Personal data collected by the Seller shall be used exclusively for the purposes of performing contractual and statutory obligations, such as processing orders, invoicing, delivering the Goods and communicating with the Buyer (or a person considering entering into an agreement in the future).

9.4 The Seller undertakes to implement all reasonable technical and organisational measures to protect Buyers’ personal data against unauthorised access or misuse.

9.5 The Buyer may at any time request information concerning the processing of its personal data and shall have the right to lodge a complaint with the competent supervisory authority if it considers that its data is not being processed in accordance with the applicable laws and regulations.

9.6 The Parties undertake not to disclose the other Party’s confidential information to third parties, except where such information is requested by a court or another authorised public authority.

9.7 Confidential information means all information concerning the Goods, in particular information concerning their parameters and price, as well as any other information obtained before or after signature of the Agreement that a Party acquired during oral negotiations or through any other means of communication, except for:

9.7.1 information that is known, or subsequently becomes known in full detail, to the general public demonstrably otherwise than through a breach of obligations under the GTC;
9.7.2 information that a Party has obtained or subsequently obtains from a third party that was not bound by the Agreement, where that Party is able to demonstrate this conclusively;
9.7.3 information that the other Party has expressly designated in writing for disclosure.

9.8 The Parties undertake to ensure that confidential information is disclosed only to those employees and other persons who need to know it in the course of their duties and that such persons are bound to keep the confidential information confidential in accordance with these GTC.

9.9 The confidentiality obligation under these GTC shall continue for the duration of the contractual relationship between the Parties and for five (5) years after its termination; in relation to information constituting a trade secret, the obligation shall continue for as long as the information retains the nature of a trade secret.