General terms and conditions Denim

1.
Definitions

General
Terms of sale: the
these general terms and conditions;

Days: working days, unless otherwise stated;

Supplier: the company that has produced and/or supplies the Products;

Customer: a legal entity registered with the Chamber of Commerce, or
a foreign equivalent thereof, who places an Order with Denim Solar;

Offer: the offer made by Denim Solar to the Customer, in whatever manner
whatsoever, for the delivery of Products.

Order: an order for Products from Denim Solar by the Customer;

Order confirmation: a confirmation of the Order sent by Denim Solar
Customer

Products: the goods supplied by Denim Solar, including but not limited to
inverters, batteries, mounting materials, connectors, cables,
kWh meters, monitoring hardware and software, (installation) manuals and
to design;

Denim
Solar: the private limited company
liability Solstice Group BV., with registered office in Amsterdam in
Netherlands and registered in the Chamber's trade register
of Commerce under number 95948244;

Agreement: the obligation which Denim Solar enters into with its Customer;

Webshop: The website of Denim Solar where Denim Solar sells its products
offers and the Customer can purchase the Products.

2.
Applicability of these conditions

This General Sale
Terms and Conditions apply to all Order Confirmations and
Agreements that we enter into with our Customer, whereby Denim Solar
acts as a seller of Products.

General terms and conditions,
under whatever name, from the Customer or from third parties are not
application and are expressly rejected by Denim Solar
pointed out.

Deviations from this
General Terms and Conditions of Sale are only binding when they are in writing
have been confirmed by Denim Solar. Any agreed deviations
of the General Terms and Conditions of Sale, the Customer may, in the event of future
agreements, no rights can be derived from them.

Denim Solar has it
right to amend or supplement these General Terms and Conditions of Sale.
Any changes will apply to all agreements that
will be closed after the change date.

When there are contradictions between
these General Terms and Conditions of Sale and the agreements in the Agreement or the
Order confirmation, then the agreements we have made with our Customer apply.
have been agreed in the Agreement or Order Confirmation.

3.
Offer

An Offer from Denim Solar
is without obligation, unless expressly stated otherwise.

An Offer via the Webshop
is valid at the then current price.

An Offer other than via the Webshop has
a validity period of five days, unless another term is stated in the
Offer is stated. Denim Solar always has the right to extend this period
to limit or withdraw the Offer.

4.
Establishment / amendment of agreement

An Agreement comes to an end
position by placing an Order by the Customer via the Webshop or a
other sales channel of Denim Solar and the written confirmation of
this Order by Denim Solar.

If changes are made to the
Order can take place (including changing the delivery address,
the delivery date or adding additional items to the Order), then
the conditions under which this is possible are visible in the Denim Webshop
Solar. Changes to an Agreement are only possible after
written confirmation from Denim Solar.

Cancellation or partial cancellation of an Order
by the Customer is not possible.

5. Price

The in an Offer and in a
Prices stated in the agreement are expressed in euros and exclusive of VAT
and other levies, unless otherwise stated.

The prices of the
Products are ex warehouse, unless otherwise agreed.

Denim Solar has it
right to adjust its prices to market-conform prices at any time
update.

Denim Solar has it
right to increase its prices if this price change is a consequence
of price increase by Suppliers or any other circumstance
which was not provided by Denim Solar at the time of the original
Offer or Order. This price change can be implemented on all
prices, even if they have already been set in the
Order confirmation.

Denim Solar prices and price list
are subject to programming, calculation and/or typing errors. If Denim
Solar sends an (automatic) Order Confirmation for an Order with
an obviously incorrect price, Denim Solar has the right to correct this error
In such a case, the Customer has the right to cancel the Order
to cancel the relevant articles. The Customer has no right
on compensation in case of cancellation of the Order.

6.
Payment

If a customer does not immediately
When ordering from the webshop, the Customer must pay the invoice
earliest 3 days prior to delivery, at the time Denim
Solar has processed Customer's delivery and the packing slip has been received.
closed.

Payment of the invoice
must take place within the payment term stated on the invoice, according to
the account number on the invoice

stated and stating the invoice number. If the Customer
no invoice number is stated, Denim Solar is entitled to charge the payment against
to settle the invoice with the longest outstanding balance.

Denim Solar is entitled
to pledge the invoice to a third party.

The Customer must dispute
of the invoice in writing to Denim within 14 calendar days after the invoice date
Report solar.

If no later than 3 days
for planned delivery there are expired invoices and/or when
If the Customer exceeds his credit limit, Denim Solar is
entitled to suspend delivery of the Order or to cancel the Order in its
to cancel in its entirety, without the Customer being entitled to compensation. Denim
In that case, Solar reserves the right to charge restocking costs.
to charge a minimum of 10% of the order value.

Orders based on
advance payment must be made immediately, but no later than 5 days, before the scheduled
delivery have been paid. An Order is considered paid at the time
that the amount has been credited to the account of Denim Solar. When
Failure to make a payment is entitled to Denim Solar to suspend delivery of
to suspend the goods or cancel the Order without the Customer
is entitled to compensation. In that case, Denim Solar has the
right to restocking costs of at least 10% of the order value
to charge.

Denim Solar has it
right to offset invoices from and to the Customer against each other.

The Customer has no right
on settlement and/or suspension of any payment obligation towards
Denim Solar. The Customer is not entitled to a payment discount.
to take.

After the expiration of the
the Customer is in default. The Customer is liable from that moment onwards
amount due the statutory commercial interest pursuant to article 6:119a Civil Code
Code due as well as the extrajudicial collection costs of 15%
on the principal amount due, with a minimum of EUR 75. Denim
Solar has the right to suspend the delivery of the Products
when the Customer does not meet his payment obligation.

In the event of liquidation, bankruptcy or
suspension of payment by the Customer, the Customer is immediately in default and
the Customer's obligations are immediately due and payable.

7.
Retention of title

The Products remain the property of Denim
Solar until the Customer has met all of its payment obligations under the
Agreement has been fulfilled. The Customer is obliged to return the Products with the
necessary care and to manage as a good father. If the Customer
fails to meet payment obligations towards Denim Solar
come, Denim Solar is entitled to retrieve the delivered Products.
Customer grants Denim Solar permission to repair the Products, if necessary.
remove them before they are retrieved and the Customer will inform Denim Solar
provide every opportunity to do so. Removal of the Products
is at the expense of the Customer. Upon removal, Denim Solar is
not obliged to restore the old situation and/or the affected structural work
provision and undo. Even if this is done by third parties (the
end user) happens.

8.
Force majeur

Denim Solar is entitled
to invoke force majeure if the performance of the Agreement
is prevented in whole or in part, temporarily or otherwise, or
complicated by circumstances that cannot reasonably be attributed to Denim's risk
Solar should come. Examples of force majeure are delayed
provision by Suppliers to Denim Solar, accidents,
transport disruptions, delays due to traffic situations,
government measures, strikes and business disruptions.

In case of force majeure
Denim Solar's delivery and other obligations are
suspended. In this case, Denim Solar is authorized to terminate the Agreement
dissolve without any obligation to pay damages
consists.

If, upon the occurrence of force majeure, Denim
Solar has already partially met its obligations, or Denim Solar
can only meet part of its obligations, it is
entitled to separately collect the part already delivered or the part that can be delivered
to charge the Customer and the Customer is obliged to pay Denim's invoice
Solar to meet.

9. Product
guarantees

Denim Solar provides in the
basis no (product) guarantees. Guarantees are only provided
by the manufacturer of the Products concerned. An exception to this is the
warranty provided for Denim Solar Energy Managers and
accessories.

In case of a
bankruptcy of a manufacturer Denim Solar is not responsible for
fulfilling any warranty obligation that the Customer has from the manufacturer
may expect under the warranty provided.

The procedures and
conditions relating to manufacturers' warranties are, if
available, published in the Denim Solar Webshop.

Warranty claims
the Customer's payment obligations to Denim Solar are not suspended
on.

As a service, Denim can
Solar support the Customer in reporting a warranty claim to the
Manufacturer. Denim Solar can only support this if the
The Manufacturer's installation instructions have been strictly followed by the Customer.
In addition, the Customer must report defects within 14 days of discovery.
in writing and in accordance with the applicable warranty procedure.

In all cases
Excluded from the factory warranty are any color differences of the
Products, network errors, network and connection problems that
arising from the Customer's internet installation, damage to (parts
of) the Products by fire, explosion, flood, direct and
indirect lightning strike, earthquakes and/or volcanic eruption,
atomic nuclear reactions, war, danger of war, riot, animals, hail,
tornadoes, whirlpools, sandstorms, short circuits, abuse, wrong
use, failure to maintain properly and regularly, contact with
chemical gases or liquids, vandalism, theft, molestation and/or the
having made any changes to the Products.

In case of a warranty claim, the
original invoice to be

submitted.

10.
Liability and indemnity

1. For
Defects in delivered Products are covered by the warranty as described in Article 9
of these Terms and Conditions.

2. Denim Solar
is never liable for damage caused by attributable
shortcomings, unlawful act (whether or not in execution of the
activities) or liable on another legal basis. The
liability of Denim Solar for all direct and/or indirect damage of
the Customer or third parties including consequential damage, delay damage, or loss of profits
is always excluded except in the case of intent or gross negligence on the part of Denim Solar.

3. Denim Solar
is never liable for damage caused by Products which are supplied by
third parties have supplied Denim Solar and which Denim Solar has provided to the Customer
delivered.

4. Denim Solar
is never liable for any direct and/or indirect damage (including
loss of profit) resulting from not being allowed to use it outside the Netherlands
or resupply the Products, because the Products are in the relevant
country does not comply with a specific norm or standard applicable there
meet. The Customer guarantees that he has, prior to the purchase,
checked that the Products are in the country to which they are being shipped
may be transported, used and/or re-supplied. The consequences of
failure to conduct such prior investigation will therefore be entirely
Customer's risk.

5. The Customer
indemnifies Denim Solar against claims from third parties related to the
sale, delivery or installation of the Products by the Customer.

6. In all
cases in which Denim Solar is obliged to pay damages will
these will never exceed the invoice value of the delivered Products
as a result of or in connection with which the damage was caused or if the
damage is covered by insurance from Denim Solar, the amount that
actually paid by the insurer in this regard. The choice is up to Denim
Solar.

7. Damage that
could be eligible for compensation, should be submitted as soon as possible, but
in writing to Denim within five days of its occurrence
Solar to be reported. Late reporting will result in the loss of all
liability on the part of Denim Solar even if the Customer is in breach of this
interests are being harmed.

11.
Termination and dissolution

1. Denim Solar
has the right to, without further notice of default being required, by means of
of a written statement the Agreement in whole or in part
to dissolve partially (out of court), without prejudice to all other rights
statutory or contractual rights in the following cases: the Customer
fails to fulfil any of its obligations towards Denim Solar, fails to fulfil them on time or fails to fulfil them
properly complies; Denim Solar has a reasonable suspicion that there is a
of liquidity problems at the Customer;

the Customer has applied for (provisional) suspension of payment or this has been
granted; the Customer is declared bankrupt; or the assets
of the Customer is seized in whole or in part.

2. If the
The Agreement ends in accordance with Article 15.1 before the agreed Products
have been delivered, Denim Solar is entitled to the full agreed price for
those Products.

12.
Applicable law / disputes

1. On all
Agreements concluded between Denim Solar and the Customer and resulting therefrom
Legal relationships are exclusively governed by Dutch law.

2. All disputes between Customer
and Denim Solar will be settled exclusively by the competent court
of the Amsterdam District Court (Netherlands), unless Denim Solar opts for a
competent judge in another district.