General Terms and Conditions

1. Applicability

1.1 The following terms and conditions of sale and delivery (“Terms and Conditions”) form part of every offer made by mh² Offshore GmbH (“mh²”) and apply to all offers submitted and contracts concluded by it, as well as to all deliveries and services performed. They also apply to all future deliveries and services to the customer, even where no separate reference is made to them in each individual case.

1.2 Amendments to or deviations from these Terms and Conditions are only possible in writing and require the signature of two managing directors of mh² to be effective. E-mail does not satisfy the written-form requirement.

1.3 Any conflicting terms and conditions of the customer, or terms and conditions of the customer that deviate from these Terms and Conditions, are hereby expressly rejected. These Terms and Conditions of mh² shall also apply if mh² performs the delivery or service without reservation while being aware of conflicting or deviating terms and conditions of the customer.

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2. Offers

2.1 All offers made by mh² are subject to change, in particular with regard to the availability of the necessary personnel.

2.2 The work offered by mh² is invoiced in accordance with the specifications of the offer, either on a day-rate basis or as a fixed price.

2.3 The offshore day rate quoted is based on a 12-hour working day in accordance with the applicable statutory regulations. Transfer time is to be regarded as working time. The offshore day rate includes, in each case, one employee including all necessary certificates (GWO Sea Survival, GWO Working at Heights, HUET incl. CA-EBS, GWO First Aid, offshore fitness examination in accordance with AWMF) and the necessary personal protective equipment (survival suit, life jacket with PLB, safety helmet, gloves, work boots, PPE against falls from a height) for the offshore assignment, as well as the tools required for the scheduled work. The standby / onshore day rate is charged for waiting times for which mh² is not responsible and for weather-related days of downtime on land.

2.4 Further activities of mh² within the scope of the work offered are invoiced on a lump-sum basis in accordance with the specifications of the offer.

2.5 Otherwise, the respective current price lists of mh² at the time of acceptance of the offer apply. If the contract or the individual partial deliveries/services extend over a longer period, the price lists current at the time of the respective delivery or service shall apply.

2.6 mh² is under no obligation to point out that any taxes and fees may be incurred. All offers made by mh² are understood to be exclusive of any of the aforementioned costs, taxes and fees that may be incurred, which are to be borne by the customer without any separate agreement being required in this respect.

2.7 In the event of an order by the customer, the contract is concluded upon written acceptance of the offer, but at the latest upon commencement of the performance of the work offered by mh².

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3. Bad Weather, Waiting Time and Cancellation Conditions

3.1 In the event of weather-related cancellation or interruption of assignments, or waiting times for which mh² is not responsible, the customer shall bear the resulting costs. These amount to a) the standby / onshore day rate if the assignment is interrupted before departure to sea has begun, and b) the offshore day rate once departure to sea has begun.

3.2 The following cancellation deadlines apply to planned and confirmed assignments:

3.2.1 Up to 30 days before the scheduled start of the assignment – free of charge 3.2.2 Up to 3 days before the scheduled start of the assignment – 50% of the planned personnel costs 3.2.3 Less than 3 days before the scheduled start of the assignment – 100% of the planned personnel costs in each case plus the costs already incurred (procurement of materials, project management, delivery of equipment, accommodation, etc.). “Planned personnel costs” comprise the calculated expenditure in accordance with the specifications of the offer, taking into account the deployment of personnel required to carry out the services offered.

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4. Obligations of the Customer

The customer shall provide, free of charge (unless otherwise stipulated in the offer):

4.1 the seaward transport of the personnel deployed by mh² (together with materials and tools), as well as accommodation and catering at sea, preferably in single cabins;

4.2 a 400 V / 230 V power supply in the vicinity of the work to be carried out;

4.3 the necessary permits (AES) upon application by mh²; and 4.4 the rescue chain and medical care in accordance with the “Concept for the immediate rescue and medical care of employees in the offshore wind industry”.

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5. Deadlines

5.1 Unless an express written agreement has been made, all delivery and performance deadlines stated by mh² are non-binding and presuppose the timely and proper fulfilment of the customer’s obligations arising from the order confirmation or statutory requirements. The customer may not assert any claims against mh² as a result of exceeding the aforementioned delivery or performance deadlines, in particular claims for withdrawal or damages.

5.2 mh² is also entitled to render the service it owes in partial performances, unless the customer has no interest in this and has expressly indicated as much.

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6. Default

6.1 If the customer is in default of acceptance or breaches other duties to cooperate, mh² is entitled to demand compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the deliveries or services also passes to the customer at the latest at the point in time at which the customer falls into default of acceptance.

6.2 If mh² is in default with its performance, the customer is entitled, after setting a reasonable grace period of at least 14 working days, exclusively to a right of withdrawal. Claims for damages are excluded.

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7. Payments

7.1 Invoicing is carried out on the basis of the prices described in clause 2, in each case at the end of the month or after completion of the assignment.

7.2 If the customer falls into default of payment, the underlying monetary debt shall bear interest at a rate of 9% above the base interest rate, but at least 11% p.a.

7.3 The customer may only set off claims against due claims of mh² where such claims are undisputed or have been established with legal effect (res judicata).

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8. Liability

8.1 mh² is liable for all damage to property and personal injury culpably caused by it or its employees within the scope of the contractual relationship with the customer. The customer must furnish the corresponding proof of the cause and amount of the damage.

8.2 Liability is limited to the amount of the typically foreseeable damage, at most to the amount of the calculated offer price, but at least to EUR 50,000.

8.3 Liability of mh² for damage resulting from the breach of non-essential contractual obligations is excluded, as is liability for consequential damage, lost profit and business interruptions at the customer or third parties.

8.4 The above limitations of liability do not apply in cases of intent, to mandatory liability under the Product Liability Act (Produkthaftungsgesetz), to personal injury, or to other cases in which unlimited liability is mandatory by law.

8.5 Claims for damages by the customer become time-barred within 24 months from the point in time at which the customer could have become aware of a possible breach by mh².

8.6 All risks of loss of, or damage to, materials and tools, or of damage to property or persons caused by the materials and tools during seaward transport pursuant to clause 4.1, are borne exclusively by the customer. mh² is only responsible for packaging the materials and tools appropriately for transport.

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9. Warranty

9.1 The customer’s warranty claims against mh² become time-barred within 24 months of receipt of the delivery or acceptance of the service.

9.2 For coating repairs, any warranty claims of the customer are excluded, since mh² does not produce a new coating but merely repairs an existing one.

9.3 The customer’s warranty claims on account of any defects in the deliveries and services of mh² are limited to the right to rectification or replacement delivery/performance. The customer reserves the right to a reduction in price or to withdrawal if the rectification or replacement delivery/performance fails at least twice. The rectification or replacement delivery/performance is carried out at the expense of mh². Further claims of the customer, in particular claims for damages, are excluded.

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10. Retention of Title

10.1 mh² retains title to all deliveries and services until the invoice amount has been paid in full.

10.2 In the event of seizures or other interventions by third parties, the customer must notify mh² in writing without delay so that mh² can bring an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is unable to reimburse the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the customer is liable for the damage incurred by mh² in this respect.

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11. Intellectual Property and Usage Rights

11.1 mh² does not warrant that the use of the deliveries and services by the customer does not infringe national or international intellectual property and usage rights. The customer is therefore obliged, when using or reselling them, to satisfy itself that such third-party rights are not infringed. Claims for damages by the customer against mh² are excluded in this respect.

11.2 The customer undertakes to indemnify mh² against all third-party claims for damages on account of any infringements of intellectual property and usage rights arising from the customer’s actions.

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12. Place of Jurisdiction, Choice of Law

All disputes arising from contracts, deliveries and services of mh² shall be governed by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and of private international law. Bremen is agreed as the place of jurisdiction for such disputes.

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As of: May 2026