Terms and Conditions

1. Validity

1.1 The following terms and conditions of sale and delivery ("Terms and Conditions") are an integral part of every offer from mh² Inspection GmbH ("mh²") and apply to all offers made, contracts concluded, and deliveries and services performed by the company. They also apply to all future deliveries and services to the customer, even if not explicitly referenced in each individual case.

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1.2 Changes or deviations from these terms and conditions are only possible in writing and require the signature of the managing director and the authorized signatory (Prokurist) of mh² to be effective. E-mail does not satisfy the written form requirement.

1.3 Any terms and conditions of the customer that conflict with or deviate from these terms and conditions are hereby expressly rejected. The terms and conditions of mh² shall also apply if mh² performs the delivery or service without reservation while being aware of the customer's conflicting or deviating terms and conditions.

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2. Offers

2.1 All offers from mh² are subject to change, particularly regarding the availability of the necessary personnel.

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

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2.3 The offered offshore daily rate is based on a 12-hour working day in accordance with applicable legal regulations. Transfer time is considered working time. The offshore daily rate includes one employee with all necessary certificates (GWO Sea Survival, GWO Working at Heights, HUET incl. CA-EBS, GWO First Aid, offshore medical fitness examination according to AWMF) and the necessary personal protective equipment (survival suit, life jacket with PLB, safety helmet, gloves, work boots, fall protection equipment) for offshore deployment, as well as the tools required for the scheduled work. The standby/onshore daily rate is charged for waiting times for which mh² is not responsible and for weather-related non-working days on land.

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2.4 Further activities by mh² within the scope of the offered work will be invoiced at a flat rate in accordance with the offer specifications.

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

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2.6 mh² is under no obligation to point out the incurrence of any taxes or fees. All offers from mh² are exclusive of any such costs, taxes, and fees, which are to be borne by the customer without the need for a separate agreement.

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2.7 The contract is concluded upon the customer's order through written acceptance of the offer, or at the latest upon the commencement of the offered work 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 deployments or waiting times for which mh² is not responsible, the customer shall bear the resulting costs. These amount to a) the standby/onshore daily rate if the deployment is interrupted before the sea transit has begun, and b) the offshore daily rate once the sea transit has begun.

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3.2 The following cancellation periods apply to planned and confirmed deployments:

3.2.1 Up to 30 days before the scheduled start of deployment – free of charge

3.2.2 Up to 3 days before the scheduled start of deployment – 50% of the planned personnel costs

3.2.3 Less than 3 days before the scheduled start of deployment – 100% of the planned personnel costs plus any costs already incurred (material procurement, project management, equipment delivery, accommodation, etc.). "Planned personnel costs" include the calculated expenses according to the offer specifications, taking into account the staff deployment required to carry out the services offered.

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4. Customer Obligations

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

4.1 the maritime transport of the employees deployed by mh² (along 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 performed;

4.3 provide the necessary permits (AES) upon request by mh², and

4.4 ensure 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 are subject to the timely and proper fulfillment of the customer's obligations as set out in the order confirmation or legal requirements. The customer cannot assert any claims against mh² for exceeding the aforementioned delivery or performance deadlines, particularly regarding withdrawal or damages.

5.2 mh² is also entitled to provide the owed services in partial deliveries, unless the customer has no interest in this and has explicitly stated so.

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6. Default

6.1 If the customer is in default of acceptance or violates other obligations to cooperate, mh² is entitled to claim compensation for the resulting damage, including any additional expenses. In this case, the risk of accidental loss or deterioration of the deliveries or services passes to the customer at the latest at the time the customer falls into default of acceptance.

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

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7. Payments

7.1 Invoicing is based on the prices described in Section 2 and occurs at the end of each month or upon completion of the assignment.

7.2 If the customer is in default of payment, the underlying 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 offset claims against due payments to mh² if those claims are undisputed or have been legally established.

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8. Liability

8.1 mh² is liable for all property damage and personal injury culpably caused by it or its employees within the scope of the contractual relationship with the customer. The customer is responsible for providing proof of the cause and extent of the damage.

8.2 Liability is limited to the amount of typically foreseeable damages, up to a maximum of the calculated offer price, but at least 50,000 EUR.

8.3 mh²'s liability for damages resulting from the breach of non-essential contractual obligations is excluded, as is liability for consequential damages, loss of profit, and business interruptions incurred by the customer or third parties.

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

8.5 The customer's claims for damages expire within 24 months from the time the customer could have become aware of a potential breach by mh².

8.6 All risks of loss of materials and tools, or any damage to them, or damage to property or injury to persons caused by the materials and tools during sea transport as per clause 4.1, shall be borne exclusively by the customer. mh² is only responsible for ensuring the materials and tools are packed appropriately for transport.

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9. Warranty

9.1 The warranty period for the customer's claims against mh² expires 24 months after receipt of the delivery or acceptance of the service.

9.2 All warranty claims by the customer are excluded for coating repairs, as mh² does not apply a new coating but merely repairs an existing one.

9.3 The customer's warranty claims regarding any defects in the deliveries and services provided by mh² are limited to the right to rectification or replacement. The customer retains the right to a price reduction or withdrawal from the contract if rectification or replacement fails at least twice. Rectification or replacement shall be carried out at the expense of mh². Further claims by the customer, particularly claims for damages, are excluded.

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10. Retention of Title

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

10.2 In the event of attachments or other interventions by third parties, the customer must notify mh² immediately in writing so that mh² can file a lawsuit in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse the judicial and extrajudicial costs of such a lawsuit, the customer shall be liable for the resulting loss incurred by mh².

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11. Intellectual Property and Usage Rights

11.1 mh² provides no guarantee that the use of its deliveries and services by the customer does not infringe upon national or international intellectual property or usage rights. The customer is therefore responsible for ensuring that no such third-party rights are violated when using or reselling these items. The customer's claims for damages against mh² in this regard are excluded.

11.2 The customer agrees to indemnify mh² against all third-party claims for damages resulting from any infringements of intellectual property or usage rights caused by the customer's actions.

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12. Place of Jurisdiction, Choice of Law

All disputes arising from contracts, deliveries, and services provided by mh² are subject to German law, excluding the UN Convention on Contracts for the International Sale of Goods and private international law. Bremen is agreed upon as the place of jurisdiction for such disputes.

As of: July 2026