General Terms and Conditions of Contract for Construction Services

(AVB) 07/2012

1. Scope
Any purchase order placed by RWE Service GmbH - hereinafter referred to as "RWE Service" or "Client"
- for construction work shall be exclusively subject to these General Terms and Conditions of Contract for
Construction Services as well as to any supplementary terms and conditions which may be included in
the order letter or contract. If the Client is not recipient of the services, but another RWE company, then
this company shall be referred to as the “Purchaser”.

Any deviating terms and conditions of the Contractor shall not become part of the contract even if the
Client has not expressly rejected them in the individual case or the work has been accepted. Any
confirmations made by the Contractor with reference to its terms and conditions of business shall be
herewith contradicted.

2. Written form
Purchase orders and agreements and amendments made in connection with such purchase orders shall
only be binding where in writing.

3. Priority of documents/ambiguities
For the purposes of the contract (purchase order), the priority of the documents shall be in accordance
with the following sequence:
- the contract itself, including all appendices,
- these General Terms and Conditions of Contract for Construction Services (AVB),
- the recognised engineering standards at the time of acceptance,
- all technical standards applicable to the construction project covered by the contract and all subject-
specific guidelines applicable to the territory of the Federal Republic of Germany, especially DIN
standards as well as EU standards applicable in Germany in the version valid at the time of conclusion of
the contract,
- VOB/C: General Technical Conditions of Contract for Construction Services,
- VOB/B: General Conditions of Contract for the Performance of Construction Work.

If the contract is not only based on specifications or schedules but also on drawings, texts shall take
precedence over drawings in case of ambiguities. If an ambiguity is found in the contract documents, the
Contractor shall be obliged to perform the work of higher quality or better design as appropriate unless
the Client expressly consents in writing to a different form of execution in the individual case.

4. Subcontractors
If the Contractor on its part would like to subcontract work to third parties, the prior written consent of the
Client shall be obtained. Correspondingly, this shall apply to the change of or the use of other
subcontractors. The Contractor shall ensure that the subcontractor will not subcontract the work assigned
to it without the prior written consent of the Client. The Contractor shall in particular ensure that all
subcontractors comply with the Client's occupational safety regulations. The Client shall be entitled to
reject subcontractors proposed by the Contractor on factual grounds, such as quality of work, credit
standing and/or inadequate schedule effectiveness, non-compliance with the occupational safety
regulations.

5. Code of Conduct
The Client expressly refers to RWE’s Code of Conduct which applies within the RWE Group and may be
viewed at the following web address: www.rwe.com/lieferanten (path:
http://www.rwe.com/web/cms/en/2438/rwe/rwe-group/about-rwe/code-of-conduct/). The Client expects
the Contractor to support compliance with the regulations and principles expressed in the Code of
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Conduct and, in particular, to commit itself to supporting and implementing the principles on human
rights, labour relations, the environment and anti-corruption laid down under the Global Compact Initiative
of the United Nations (www.unglobalcompact.org).

6. Execution
The execution of work shall only be based on such documents as have been identified by the Client or
Purchaser as apt for execution and released. The Contractor shall check any plans, drawings,
calculations or other documents handed to it for technical correctness, completeness and contract
compliance. The Contractor shall inform the Client immediately in writing about any inconsistencies
and/or defects discovered or assumed.

In case of intended deviations from product and material quality standards as specified in the contract
documents, the Contractor shall first prove that the work will be equivalent and obtain clearance from the
Client. Clearance from the Client shall be obtained in writing.

The Client and the Purchaser shall be entitled to supervise the execution of the work in accordance with
the contract. Persons commissioned by the Client or Purchaser shall be allowed and enabled to access
and visit the construction site at any time. Moreover, the Client and the Purchaser shall be authorised to
give instructions as required for the execution of the work as specified in the contract, while paying due
regard to the Contractor’s site management function. If the Contractor considers the instructions by the
Client and/or Purchaser to be unjustified or inexpedient, it shall voice its concerns but shall carry out the
instructions upon request unless this is contrary to legal or regulatory provisions.

If the Contractor has reservations regarding the proposed type of execution (also on account of protection
against accident risks), the quality of the materials or components supplied by the Client or the work
performed by other contractors, the Contractor shall inform the Client immediately in writing, if possible
prior to the commencement of the work.

7. Waste disposal obligation

As waste producer, the Contractor shall be responsible for all waste produced during work execution as
specified in clause 36.

In particular, the Contractor, being the waste producer, shall be obliged:

to collect recyclable waste separately from non-recyclable waste,
to properly declare the waste,
if legally required, to apply for a waste producer number in the Contractor's name with the competent
authority,
if legally required, to produce records of proper waste disposal pursuant to sections 41 – 45 of the
German Closed Substance Cycle and Waste Management Act (Kreislaufwirtschafts- und Abfallgesetz
– KrW-/AbfG) and/or to use collective waste disposal records of a collecting/transport company,
if legally required, to produce evidence of proper waste disposal by means of consignment notes
and/or handover certificates,
if legally required, to participate in the electronic proof procedure for hazardous waste,
if legally required, to have a valid transport licence pursuant to section 49 KrW-/AbfG,
to properly recycle the waste without causing any harm and/or dispose of the waste without causing a
detriment to public welfare.

When disposing of hazardous waste volumes of less than 20 tonnes per year and site, the Contractor
shall submit to the Client copies of the valid records of proper waste disposal or collective waste disposal
records prior to the award of the contract – at the latest before the waste is removed.

When disposing of hazardous waste volumes of more than 20 tonnes per year and site, the Contractor
shall submit to the Client either a copy of the record of proper waste disposal or a certificate with the
following information prior to the award of the contract – at the latest before the waste is removed:

proper waste disposal record number

information on recovery/removal
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 waste code
waste disposal plant
recovery/disposal process

The Contractor shall provide the Client with evidence documenting the amount and whereabouts of waste
subject to monitoring upon invoicing – at the latest after the waste disposal activity has been completed –
using copies of fully completed handover certificates and/or consignment notes or weight tickets
indicating the consignment note number.

8. Daily progress reports

From the commencement of construction, the Contractor shall write regular daily construction reports and
submit them to the Client and in copy to the Purchaser promptly upon request. The daily progress reports
shall contain all information that may be relevant for the execution and billing of the order, especially with
regard to staff assignment (number of employees, qualification), work performed and boundary conditions
(temperature, humidity).

9. Site installation and clearance/site and traffic security

The Contractor shall be responsible for the proper maintenance of storage and working areas as well as
access routes as provided by the Client and/or Purchaser or restoring them to the condition in which they
were provided to the Contractor. Otherwise, the Contractor shall be obliged to transport, install, provide
and remove the site facilities for the entire construction period.

The Contractor shall be responsible for the control and custody of all site accommodation, work
equipment, work clothes, etc. used by the Contractor or its subcontractors, even if these items are
located on the Client's and/or Purchaser's terrain.

The Contractor shall execute all measures necessary to secure the construction area (i.e. the
construction property as well as adjacent and/or public and private sections/areas used during
construction, e.g. access routes, footways, storage areas). In addition, the Contractor shall arrange, at its
own cost, for all necessary measures to implement, secure and maintain site traffic including any guards,
fences, signs and lights for road and private traffic.

Moreover, the Contractor shall be liable for any damage or soiling to adjacent facilities, buildings, and
traffic areas which are due to the construction work to the extent the Contractor can be held responsible
for them. Access routes and traffic areas shall be protected from being damaged by heavy vehicle traffic;
any damage which may be caused shall be repaired immediately at the cost of the Contractor as
required.

10. Planning work

If the work to be performed by the Client also includes the performance of planning work (e.g.
construction planning), the Contractor shall also be responsible for the necessary coordination and
harmonisation of all documents with the building permit and other regulatory licences, requirements and
legal stipulations.

11. Start-up and trial operation

The Contractor shall perform all necessary start-up and trial operations for the technical plants and
components delivered/installed. Any costs related therewith, including materials and supplies, shall be
borne by the Contractor. The extent of trial operation shall be determined in consultation with the
Purchaser. The documentation on the start-up and trial operations performed and on the proof of trouble-
free operation of the aforementioned plants and components shall be handed over upon formal
acceptance on a case-by-case basis.

12. Maintenance
If the Contractor commissions any technical plants or components before the relevant
building/component has been formally accepted, the Contractor shall nevertheless be responsible, at its
own cost, for their proper maintenance until acceptance.

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13. Changes in work
Any changes in work and/or additional works performed (hereinafter jointly referred to as "changes in
work") shall be subject to the pertinent provisions of VOB/B unless otherwise specified herein. The Client
and the Purchaser shall basically be entitled to request changes in work specified in the contract, e.g. by
changing the construction plan or increasing/decreasing the scope of work, also if and to the extent that
this is requested by the Purchaser. The Contractor must comply with such a request as far as this is not
unreasonable in exceptional cases.

The Contractor shall record and document in the relevant work-as-executed and/or inspection documents
any variations in the work to be performed under this contract which result from changes in work.

14. Optional items, contingency items

If the purchase order or any of its appendices, especially the delivery schedule and specifications,
provide for optional items (alternative items) for the optional performance of a service or as-required
items (contingency items) for the performance of a service as and when required, the Contractor shall be
obliged to perform the services specified in these items upon the Client's or Purchaser's request. The
Client and/or Purchaser generally decides on the performance of such items upon contract awarding
while the decision on the performance of contingency items is taken after contract awarding.

15. Remuneration requirements

If a change in work according to clause 13 alters the price basis for contractually agreed work and results
in additional work, the Contractor shall specify the rise or fall in costs ("supplementary offer").

The Contractor shall submit to the Client supplementary offers for the work in question within 8 working
days after receipt of the oral and/or written requests by the Client and/or Purchaser pursuant to clause 13
and/or after knowing or having to know the necessity of a change in work. The supplementary offers shall
contain the following minimum information and documents:
• delivery / work item,
• delivery / work price (unit prices, total price),
• indication of time effects regarding contractually agreed deadlines and/or the current execution
timetable - differentiated view of commissioning and non-commissioning of the supplementary work,
• calculation record including individual documents (e.g. material, subcontractor work).

The Client shall hand over the supplementary texts using data type DA 86 as Excel or Word files free or
charge.

The Client shall be entitled to reject supplementary offers that do not include the required minimum
information and documents, and demand that a supplementary offer be submitted that corresponds to the
aforementioned minimum requirements.

Any change in work shall be agreed in writing prior to execution. Remuneration for any such change in
work shall only be paid if the Contractor, prior to execution, informed the Client of the fact that the work in
question is subject to remuneration and the Client then commissioned the work.

16. Contractor's obligation to execute

The parties shall agree on the increase or decrease of costs for changes in work pursuant to clause 13
prior to the execution of work on a case-by-case basis. Even if it should not be possible in the individual
case to finally agree on the cost of supplementary work until the time of commissioning pursuant to
clause 15 (4) because the parties cannot agree on the amount involved and/or the cost bearing
obligation, the Contractor shall be obliged to execute the work if instructed to do so by the Client and/or
Purchaser in writing. Irrespective thereof, the parties shall agree on the duty and amount of payment.

17. Time effects of changes in work

If a change in work pursuant to clause 13 causes time delays, the Contractor shall notify the Client in
writing within 8 working days after receipt of the change in work pursuant to clause 13 together with the
supplementary offer pursuant to clause 15, indicating the probable time of delay. If this written notice is
not given in due time, the Contractor may not claim that the change in work causes a time delay. If written
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notice is given in due time, the contractually agreed dates are extended provided proof can be furnished
that this is due to the time effects of the supplementary order, the maximum extension being the period
specified in the Contractor's written note. The Contractor shall nevertheless endeavour to take all
measures necessary to still meet the originally agreed deadline.

18. Extension of time for completion

The contractually agreed deadlines for the performance of work may be delayed for several reasons,
especially strikes, force majeure, lockouts, etc. If the deadlines are not met, the Client shall be entitled to
claim delay damages as well as a possibly agreed contractual penalty if the Contractor is to be held
responsible for the delay. This shall be subject to the provisions of VOB/B, subordinated to the
requirements of the contract including all appendices and these General Terms and Conditions of
Contract for Construction Services (AVB). The Contractor shall be required to prove that the Contractor is
not responsible for the delay.

Basically, weather conditions shall not impact agreed completion deadlines, not even if they actually
result in an obstruction or disruption of work execution, provided these weather conditions had to be
expected under normal circumstances when the offer was submitted. Weather conditions shall be
understood to encompass all conditions that, according to general language use, are due to the weather
both with regard to their development and their effect; in this respect, local and seasonal conditions
provide significant guidance. Normal weather conditions include in particular several days of rain, heavy
showers in the warmer season, storms in the colder season. In case of extremely and unexpectedly
strong weather effects, the deadline for completion may be extended. Such effects include, among other
things, floods, storm tides, unusually high groundwater levels or exceptional storms. To determine
whether the weather effects are exceptionally and unexpectedly strong, the statistical mean of the last 10
years as provided by the German Weather Services (Deutscher Wetterdienst) must be taken as a basis.

19. Delay, contractual penalty

If the Contractor culpably exceeds the bindingly agreed penalised deadlines, the Client shall be entitled
to claim a contractual penalty. The contractual penalty shall amount to 0.3% of the net contract sum per
working day of delay, but not more than 5% (including supplements and taking account of increases /
decreases in volumes according to final invoice).

The Client shall also be entitled to claim a contractual penalty if it has not reserved this right upon
acceptance. However, the Contractor will claim the penalty together with the final payment at the latest.

This shall not affect any other claims by the Client due to delays by the Contractor, particularly claims for
damages by the Client for losses exceeding the contractual penalty (particularly due to extended
construction time interest, accelerating measures as well as rental losses or rental reductions). However,
the contractual penalty shall be offset against any such claims.

If the Contractor is already behind schedule when a situation arises that will inevitably result in a further
delay, the penalty and/or damages for this period shall also be accounted for as specified in the contract
unless this situation is the exclusive responsibility of the Client and/or Purchaser. The Contractor is thus
also liable for contingencies during times of delay.

20. Price determination

The Contractor shall be obliged to submit to the Client upon request or with a net contract value
exceeding EUR 250,000 its basic calculation which forms the basis of the price agreed in a closed and
sealed envelope upon Contract confirmation at the latest.

The basic calculation documents shall disclose all calculation-relevant data, in particular average pay,
materials and supplies qualities, quantity and unit costs, machinery and equipment data (e.g.
performance data, writedown, etc.), surcharges for hazardous/unpleasant work, below-minimum and
above-minimum quantities as well as surcharges for AGK, risks and profits, etc. A breakdown of salary
and material shares shall be made. Imputed quantities must also be stated.

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If prices have to be agreed under section 2, nos. 3, 5, 6, 7 and/or section 8 (2) VOB/B, the Contractor
shall submit its price calculations for these prices including unit price breakdowns (all stated times and
partial costs) together with the supplementary offer at the latest and provide any information required.

The same applies to subcontractor services.

The determine prices for possible supplementary work, the Client may open the envelope with the basic
calculation in the Contractor's presence. The basic calculation shall be kept for the entire duration of
construction up to the time of final invoice presentation and verification and shall subsequently be
returned by the Client upon the Contractor's request.

If the Contractor does not comply with the obligations under this clause due to its own fault or negligence,
the Client shall be entitled to a contractual penalty of 3 % of the net contract sum (including supplements
and taking account of increases and changes in volumes in line with the final invoice).

The Client shall also be entitled to claim a contractual penalty if it has not reserved this right upon
acceptance. The Contractor, however, shall claim the contractual penalty together with the final invoice at
the latest.

This shall not affect any claims by the Client, particularly claims for damages by the Client for losses
exceeding the contractual penalty. However, the contractual penalty shall be offset against any such
claim.

21. Remuneration
As far as remuneration is concerned, the provisions stipulated in the contract and its appendices shall
apply. Otherwise, the following shall apply depending on the type of remuneration agreed upon:

● Lump sum fixed price

If a lump sum fixed price has been agreed with the Contractor, this price shall be deemed to cover all the
necessary costs to ensure full, functional, ready-to-operate, proper, ready-to-occupy and timely execution
and delivery of the work specified in the contract, even if and to the extent that individual or ancillary work
required should not explicitly result from the specifications and its appendices and/or other contract
basics, but clearly have to be performed to achieve the performance contractually agreed upon at the
time the contract was awarded. The Contractor shall bear the risk of quantity and mass variations.
Remuneration above and beyond an agreed lump sum fixed price, however, shall only be excluded to the
extent that there are no changes in work pursuant to clause 13.

● Unit price
If payment on a unit price basis has been agreed with the Contractor, the Contractor may only request
remuneration for the work it has actually performed. The amount of construction work actually performed
shall be determined by measurement. Quantities shall only become binding and final after measurement;
if the specifications already contain quantities for work items, these quantities shall only be regarded as
non-binding estimates which do not constitute a claim for remuneration.

The agreed unit prices shall be fixed prices; there shall be no escalation for wages and materials.
Otherwise, section 2, no. 3 VOB/B shall apply. The Contractor shall advise the Client without delay of any
situation pursuant to section 2, no. 3 VOB/B where the Contractor recognises a downward or upward
deviation from the stated volumes of more than 10 % leading to an increase or decrease in costs which,
in exceptional cases, may result in a higher or lower unit price. If the Contractor fails to advise the Client
accordingly, it shall be liable to compensate the Client for any resulting losses unless it may prove that
failure to do so was not its fault.

● Daily or hourly wage work

Daily or hourly wage work shall only be paid separately if this work, including charge rates, has been
contractually agreed and execution of this work has been expressly ordered beforehand by the Client,
Purchaser or site manager. The site manager and the Purchaser, however, shall not be entitled to
commission daily or hourly wage work above and beyond that. Corresponding arrangements shall

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exclusively be made with the Client itself. If such hourly work is agreed, the charge rates agreed shall be
applicable irrespective of the number of hours worked.

22. No remuneration for work performed on behalf of third parties

Otherwise, the Contractor shall not be able to claim remuneration from the Client for any work it has
performed on behalf of third parties.

23. Exemption from third-party claims

The Contractor shall exempt the Client from any claims by third parties which are due to a culpable
breach of its contractual duties.

24. Settlement / invoicing / final invoice / payment

A single copy of the invoice shall be sent to the invoice address stated in the purchase order, a duplicate
copy to the Purchaser. Prepayments / progress payments made shall be shown individually in the
invoice. The tax number shall also be stated.

Since the Client is the construction company in terms of the German VAT Act at the time of conclusion of
the Contract, invoicing by the Contractor shall be made net and without indication of the value-added tax
with reference to the Client's tax liability according to section 13b (1) no. 4 and 13b (2) s. 2 UStG [VAT
Act]. If a deviating assessment of the facts or of the personal prerequisites of the Client is made
subsequently, the Client and the Contractor shall be ready to settle accounts accordingly and to
remunerate the value-added tax, if required.

If, at the time of settlement of accounts, a Contractor of building services does not hold a valid certificate
of exemption for tax under section 48 b, subsection 1, sentence 1 of the German Income Tax Act, a tax
deduction of 15 % of the consideration within the meaning of section 48 of the German Income Tax Act is
made and paid over to the tax office responsible for the Contractor in accordance with the Act to Control
Illegal Employment in the Construction Sector (Gesetz zur Eindämmung illegaler Betätigung im
Baugewerbe).

In order to compensate for the resulting additional accounting expenditure, the Client is entitled to deduct
lump-sum emoluments of € 100.00 from the Contractor's invoice. This is without prejudice to any other
claims arising from other legal grounds.

Where contract payments are based on unit prices, the invoice shall include documents giving a verifiable
survey of quantities and full details on the item number in the specifications, exact dimensional lines and
values (lengths and areas with two decimal points, volumes and weights with three decimal points), exact
identification of locations, and construction measures (e.g. building, elevation above datum, chainage).

The deadline for submission of the Contractor's final invoice to the Client shall be based on section 14
no. 3 VOB/B. The final invoice shall be payable 30 calendar days after the Client's receipt of the verifiable
final invoice and formal acceptance by the Client or Purchaser.

Any discounts agreed shall be deductible from progress payments as well as from the final payment.
Unless otherwise agreed, a price discount offered in percent shall be deducted from the unit and lump
sum fixed prices when settling accounts; such price discounts shall also be applicable to additional
remuneration claims from changes in work according to clause 13.

In case of working consortiums, payments shall be made with discharging effect for the Client to the
consortium's representative authorised to execute the contract or upon the latter's written instruction. This
shall also apply after dissolution of the consortium.

25. Securities / guarantees

Securities and guarantees shall be arranged in the individual contract, unless such securities and
guarantees can already be requested by the Client in accordance with applicable law.

26. Assignment of receivables / setoff

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Without prejudice to an assignment of any financial claim per section 354a German Commercial Code
(HGB), the Contractor shall not be entitled to assign receivables from the Client to third parties, or to have
them collected by third parties, except with the prior written consent of the Client.

The Client shall be entitled to offset, in full or in part, receivables, which it owes to the Contractor, against
receivables which the Contractor owes to the Group companies RWE Service GmbH (Dortmund), RWE
Power AG (Essen), RWE Innogy GmbH (Essen), RWE Vertrieb AG (Dortmund), RWE Rheinland
Westfalen Netz AG (Essen), RWE Supply & Trading GmbH (Essen), Essent N.v (Arnheim, NL) and/or
npower PLC (Swindon, UK).

27. Measurement / acceptance

If any part of the work should be measured, this shall be exclusively done by the contracting parties on a
joint basis in accordance with section 14, no. 2 VOB/B and shall be documented in writing.

Any part of the work which will be no longer visible or accessible by the time of acceptance shall be jointly
inspected after completion, which has to be notified to the Client in writing. The Contractor shall draw up
a written record of this inspection. Such inspections and records shall not constitute acceptance of the
work or any part thereof.

After the proper performance of the total work due, there will be a formal final acceptance meeting. The
Contractor shall notify the Client and the Purchaser of the date of acceptance (handover date) in writing
at least 24 working days prior to this date.

Section 12 no. 5 VOB/B shall not apply. However, acceptance shall be deemed to have taken place if the
Client or Purchaser does not accept the work within a period of at least 12 working days as determined
by the Contractor. The use of parts of a building structure to continue the work of construction shall not
be deemed an acceptance.

Acceptance of parts of the work shall only be made if this has been expressly agreed in the contract.
Section 12 no. 2 VOB/B shall not apply.

Any remedy work of defects after acceptance shall also be subject to formal acceptance. An acceptance
record shall be prepared for each instance of acceptance and shall be signed by both contracting parties.

If a defect occurs prior to or during acceptance or if a complaint has been made by the authorities, these
shall be remedied immediately by the Contractor within a reasonable period of time. Acceptance cannot
be requested as long as there are substantial defects. Defects shall be deemed substantial in particular
when implying the risk of substantial subsequent damage or impeding the contractual use of the building
structure in more than an insubstantial way.

The participation of the Client and the Purchaser in determining the scope of the work shall not be
deemed to be an acknowledgement. The originals of the measurement sheets, weigh bills and similar
accounting documents shall be submitted to the Client, the copies to the Contractor.

28. Handover of documents by the Contractor

Upon formal acceptance, the Contractor shall hand over to the Client and/or the Purchaser the currently
valid work-as-executed and inspection documents for all structural and technical plants which the Client
has supplied or prepared in line with contractual provisions. These documents shall include in particular:
• all working drawings,
• all test certificates, acceptance certificates, etc. from government and especially assigned bodies, in
particular acceptance certificates from the German Technical Control Association (TÜV) or, upon the
Client's request, from an equivalent authorised institute for those plants that require such a
certificate,
• all records required by government bodies proving the properties of building materials as well as
other materials and fixtures,
• the records of final acceptance inspections by the local building authority,
• all instructions for use and maintenance as well as manuals for all technical plants.
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29. Transfer of risks
Risks shall be transferred to the Client upon formal acceptance by and handover to the Client.

30. Liability for defects

Claims for defects liability for construction work performed shall be based on VOB/B unless otherwise
agreed in the following.

The Contractor shall guarantee that its work, at the time of acceptance, has the contractually assured
qualities, is in accordance with recognised engineering standards and is free from defects which
eliminate or reduce the value or suitability of the work for common or contractually assumed use.

Upon request by the Client, the Contractor shall be obliged to assign its claims for the remedy of defects
to its subcontractors or other parties involved in construction.

31. Defects liability periods

The following periods shall apply to liability for defects:
- 10 years for roof covering and roof sealing works of any type, both for materials and workmanship,
including all connections to other structural components, joints, etc. including any work that may be
required using small-size metal sheet covering;
- 5 years for all remaining construction and other work and structural components under the contract,
including functions of the entire building structure, individual structural components and technical
equipment unless these are subject to a two-year limitation period;
- 2 years for all rotating and moving parts, motors, pumps and wear-and-tear parts as well as all lighting
equipment, growth guarantees for all plants and all electronic components.

The defects liability period shall commence with the formal acceptance of all the work performed. The
parties shall jointly inspect the work in due time, 6 months prior to the end of the relevant defects liability
period at the latest, to ascertain any possible defects. The Contractor shall promptly remedy any defects
identified during inspection at its own cost.

The aforementioned warranty period shall include a six-month period that can be used by the Client and
the Contractor to agree on a notice of claim not yet settled and/or to request a decision of a third party,
e.g. a court.

32. Rights of withdrawal

The Client shall be entitled to withdraw from this contract if
• the authorities do not grant a licence required to erect the entire object or do not grant it as applied
for,
• third parties have filed an objection against a building permit required for the work and the objection
has not been revoked within 12 months of its filing or rejected with legal effect,
• the building permit required for the work is repealed,
• the Contractor breaches a material contractual duty,
• the claim for remuneration is attached in whole or in part and this attachment is not discharged by
the Contractor within three months’ time.

33. Right of termination

The Contractor may terminate the contract at any time until completion of the work to be performed. In
this case, the Contractor shall be entitled to the remuneration agreed in the contract. However, a
deduction shall be made for the costs saved by the Contractor due to the cancellation of the contract or
any income earned by the Contractor by using its working capacity or business elsewhere or which the
Contractor refrains from earning with malicious intent (section 649 German Civil Code (BGB)).

The Client may terminate the contract in particular if the Contractor suspends its payments or applies for
insolvency proceedings or comparable legal proceedings or such proceedings are opened or the opening
of such proceedings is rejected for insufficiency of assets. In this case, settlement and the Client's claims
for damages due to non-compliance shall be based on section 8 no. 2 para. 2 VOB/B.

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Otherwise, the Client's right of termination and the execution of the contract following such termination
shall be based on section 8 VOB/B. Section 9 VOB/B shall apply to the Contractor's right of termination,
including settlement.

34. Anticompetitive arrangements

The Client shall be entitled to terminate the agreement without notice or to withdraw from the agreement
in case the Contractor is demonstrably involved in anticompetitive arrangements to the detriment of the
Client. In case of termination without notice the Contractor shall only be entitled to a remuneration
corresponding to the already provided part of the scope of delivery and performance that is free of
defects. In case of withdrawal, the legal regulations shall apply.

35. Liability insurance

The Contractor shall be obliged to take out an adequate liability insurance at its own cost prior to the
commencement of work. This insurance shall also cover the risk of deficient performance of planning
and/or construction surveillance work to the extent that the Contractor has been commissioned to
perform such work. The Contractor shall maintain the insurance cover of its liability insurance from the
commencement of the work to be performed until the end of the warranty period.

The amount of cover shall be maximised during the time of insurance cover to the double amount for all
occurrences per insurance year, i.e. insurance cover must be available at least for two occurrences per
insurance year in the full amount in each case. The amounts of cover per occurrence under the liability
insurance to be taken out by the Contractor shall amount to at least
• € 5 million for injury to persons, and
• € 5 million for damage to property and assets.
The specific amount of insurance cover shall not constitute a limitation of liability.

The Contractor shall prove to the Client the existence of a liability insurance by handing over a suitable
certificate of insurance (which also includes the confirmation of insurance cover regarding planning and
construction surveillance work) if so requested by the Client. The Contractor shall be obliged to prove the
maintenance of the liability insurance whenever requested to do so by the Client. If the Contractor does
not prove the existence of a liability insurance at the time specified in para. 1, nor within a reasonable
period of time set by the Client, it shall not be entitled to commence or continue with the performance of
the work. The Contractor shall be responsible for any delays in construction which may result.

36. Provisions regarding occupational health and safety and environmental protection
In the course of contract execution and implementation, the Contractor undertakes to observe the
applicable provisions and recognised engineering standards, especially with regard to occupational
health and safety, as well as the provisions applicable under construction, trade and transport legislation
(in particular, supervisory and road safety obligations on construction sites and in other working areas);
this shall also apply to the applicable environmental protection and waste disposal regulations. Goods
and services shall comply with the laws, regulations and directives prevailing at the time of the delivery
and/or acceptance.

Unless otherwise agreed in the individual contract, the Contractor as waste producer shall be responsible
for all the waste produced during work execution and performance of the purchase order, e.g. packaging
material, scrap material, offcuts, etc. With acceptance of the purchase order the Contractor shall ensure
that it immediately and properly disposes of the waste produced by it as waste producer in line with the
legal provisions, in particular the German Closed Substance Cycle and Waste Management Act
(Kreislaufwirtschafts- und Abfallgesetz – KrW-/AbfG), including the legislative provisions that implement
the act, as well as the State Waste Acts and Articles of Association of the municipalities, the German
Water Management Act (Wasserhaushaltsgesetz), the German Road Haulage Act
(Güterkraftverkehrsgesetz), the German regulations governing the transport of dangerous goods by road
and rail (Gefahrgutverordnung Straße und Eisenbahn) as well as the German Ordinance on Hazardous
Substances (Gefahrstoffverordnung), respectively as amended from time to time.
The Client shall be entitled to examine whether the Contractor or subcontractor has fulfilled its public law
or contractual obligations. To this end, the Client may, among other things, inspect the record books to be
kept by the Contractor or its subcontractor under public law and the notice of approval of the plant started
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up. At the request of the Client, the Contractor shall inform the Client in advance about the transport,
suitable vehicles, routes of transport and locations of the respective plants or storage sites, in particular.

When delivering to the Client or the Purchaser any hazardous materials or products containing
hazardous materials that are subject to the German Ordinance on Hazardous Substances
(Gefahrstoffverordnung - GefStoffV), then the offer/delivery shall be accompanied by safety data sheets
as per Regulation (EC) No. 1907/2006 in connection with section 6 German Ordinance on Hazardous
Substances (GefStoffV) in the German language. In case of change of composition or new information
regarding the material’s/preparation’s effects on humans and environment, the Contractor shall
immediately send to the Client (RWE Service GmbH, Abt. GSE-PK, Energiestraße, 41517 Grevenbroich-
Frimmersdorf, Germany) or the Purchaser an updated safety data sheet, stating order number, order item
and material number. Delivery of safety data sheets shall be part of the agreed scope of service; the thus
related costs of the Contractor shall be included in the prices.

Machines coming under the 9th Ordinance of the German Product Safety Act (Produktsicherheitsgesetz
(ProdSG)) – Machinery Ordinance (Maschinenverordnung – 9. ProdSV) – and electrical operating
equipment coming under the low voltage directive (Niederspannungsrichtlinie) must include a CE mark
and be delivered with operating instructions. The declaration of conformity and the operating instructions
shall be handed over to the Client and the service recipient. Deliveries of machines not ready for use
must include a manufacturer's declaration.

In addition, the Supplementary Terms and Conditions on Occupational Health and Safety applicable at
the Client and the Purchaser shall also apply.

37. Legal successors

The contracting parties shall be entitled to transfer their rights and duties under this contract to a legal
successor. This transfer, however, shall require the prior written consent of the other party in each case.
The Contractor shall consent already now to the transfer of the Client's rights and duties under this
contract if the transfer will be to a company affiliated with RWE AG within the meaning of sections 15 ff
AktG.

38. References / advertising

Without the prior written consent by the Client, the Contractor shall not be entitled to use information
concerning intended or existing contractual cooperation for reference or marketing purposes.
Photography on the premises and/or construction sites of the Client or the Purchaser as well as any kind
of publication in this respect shall also be prohibited without the prior written consent of the Client.

39. Confidentiality
The Contractor, its own personnel and the personnel of its subcontractors shall be obliged to treat
confidential any business and technical information that becomes known to them within the scope of
business relations (e.g. also the date/period of a revision or a measure) and that is not publicly known,
and to not disclose such information to third parties.
Any employees, including the employees of the Contractor’s subcontractors, shall be correspondingly
committed.

40. Data protection

RWE Service shall be entitled to collect, process and use the data arising in connection with the
contractual relationship in accordance with the Federal Data Protection Act (Bundesdatenschutzgesetz -
BDSG) as amended, and to pass this data on to companies affiliated with RWE AG within the meaning of
sections 15 ff of the German Stock Corporation Act (AktG).

To safeguard operational routines and to meet RWE’s safety requirements, the performance of orders
shall involve the collection, processing and use of personal data whilst observing the provisions of the
German Data Protection Act (BDSG). This refers, in particular, to data and images of security
components (e.g. ID cards, ID card management systems, time/access and video systems, etc.), of
RWE’s IT and telco components as well as of infrastructures connected with the same.

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The Contractor shall ensure that any ID cards it receives are not abused or shared with third parties.
Where applicable, they shall be visibly displayed by the relevant persons on RWE premises; any loss
shall be reported to RWE immediately.

Any information processing and/or telecommunications resources supplied by RWE (e.g. personal
computers, landline telephones, mobile telephones, Blackberries, software, Internet access, e-mail, etc.)
may only be used as part of performing an order and shall not be used for private purposes.

The Contractor shall ensure that all its agents entrusted with performing an order (e.g. permanent staff,
temporary staff etc.) are instructed concerning the aforementioned points before the performance of
work/services and that they are placed under suitable commitments. Any such agents shall subsequently
also be placed under an obligation to assume proper conduct and to comply with the relevant RWE
regulations.

When engaging subcontractors, the Contractor shall ensure that those subcontractors enter into the
same commitments through suitable contracts.

The Contractor shall provide evidence of implementation of these points towards RWE upon request.

All personal data shall be collected, processed and used under contract information processes as defined
in section 11 of the German Data Protection Act (BDSG). Requirements on the Client and Contractor are
specified in the Supplementary Provisions on Data Protection (Contract Data Processing) (ZB/D).

Any details shared by the Client shall not be used for the purpose of advertising or market/opinion
research unless express written permission has been given for this purpose by the Client.

41. Contracts with foreign contractors/governing law/place of jurisdiction

Only the German version of the contract shall apply and shall be binding with regard to contract
interpretation. Any declarations and negotiations shall be in German. Any provisions regarding the
contractual and non-contractual relations between the contracting parties shall exclusively be governed
by the laws of the Federal Republic of Germany, any legal proceedings which may arise shall be
governed by the process law of the Federal Republic of Germany.

This contract shall be governed by the laws of the Federal Republic of Germany, excluding the UN
Convention on Contracts for the International Sale of Goods.

Unless otherwise expressly provided for by law, the place of jurisdiction for any disputes arising under or
in connection with the contract shall be Essen.

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