Antitrust and Competition Law Compliance Policy

Section 1

Purpose and scope

The Energy Storage Contract Alliance ("ESCA") is committed to full compliance with all applicable competition and antitrust laws. These include Articles 101 and 102 of the Treaty on the Functioning of the European Union, the Swiss Federal Act on Cartels and other Restraints of Competition, the UK Competition Act 1998, the US Sherman Act, and equivalent laws in every jurisdiction where ESCA or its members operate.

This policy applies to the Secretariat, Steering Committee members, registered members, working group participants, invited guests, and anyone acting on their behalf in connection with ESCA activities. It covers formal meetings, online comment platforms, calls, emails, messaging groups, social events and informal conversations held in the context of ESCA.

Participation in ESCA is conditional on accepting and following this policy.

Section 2

What ESCA is, and is not

Many ESCA members are, or could be, competitors in purchasing BESS equipment or in downstream energy markets. Competition law therefore applies to everything ESCA does.

Section 3

How the model contract is developed

ESCA follows the conditions that competition authorities, including the European Commission in its 2023 Horizontal Guidelines, identify for standard terms that are unlikely to restrict competition.

• Open participation. Any organisation active in the BESS market, including manufacturers, integrators and suppliers, may review the contract and send questions or comments about it to contact@escabattery.org.
• Non-binding use. The model contract is a reference only. Members and non-members remain entirely free to use it, modify it, use parts of it, or use other terms.
• Effective access. All clauses are publicly readable without registration. Membership provides access to technical appendices under non-discriminatory conditions.
• No price content. The contract contains no prices, price levels, discounts, margins or cost benchmarks. The contract price is left blank, for the parties to agree in their own negotiations.
• Transparent process. Changes are proposed, documented and approved through a recorded Steering Committee process. Version histories are published.

Section 4

Independent decision-making

Each member must decide unilaterally and independently:

• which suppliers to invite, shortlist, contract with or decline;
• what prices, payment terms and commercial conditions to seek or accept;
• whether, and to what extent, to use the ESCA model contract in any procurement;
• which inspection, testing, legal or technical advisors to appoint;
• its project pipeline, procurement timing, volumes and markets.

Section 5

Prohibited conduct

In connection with any ESCA activity, participants must not discuss, exchange information on, or reach any agreement or understanding (formal or informal, written or unwritten) concerning:

• current or future purchase prices, price offers received, discounts, rebates or price trends in individual supplier negotiations;
• bids, tenders, RFP responses or the terms offered by any specific supplier;
• coordinating procurement timing, volumes, specifications or supplier selection;
• refusing, limiting or conditioning business with any supplier, customer or competitor (collective boycotts);
• jointly requiring suppliers to accept the ESCA contract, or any specific term, as a condition of doing business;
• allocating suppliers, projects, customers or territories among members;
• individual members' project pipelines, budgets, capacity, costs, margins or strategic plans;
• wages, salaries, recruitment or agreements not to hire each other's staff;
• ratings, rankings or "approved" and "non-approved" lists of named suppliers.

Discussion of a named supplier's product is permitted only where it concerns objective, publicly available technical or safety information (for example, a published recall or certification), and must not lead to any shared view on whether to deal with that supplier.

Section 6

Information exchange

Participants may share information that is public, general or technical and not commercially sensitive. Examples are testing methods, standards (IEC, UL, NFPA), regulatory requirements, cybersecurity frameworks and lessons learned on contract structure.

Where ESCA collects market or performance data (for example, on warranty claims, defect rates or clause usage), the following safeguards apply:

Anonymous comments submitted on the contract platform must follow the same rules. The Secretariat will remove any comment that contains commercially sensitive information.

Section 7

Meetings and working groups

The same rules apply to informal gatherings, side conversations and online discussions linked to ESCA. Participants should not create private channels or groups to discuss ESCA matters outside the recorded process.

Section 8

Referencing ESCA in tenders

Members may state in their own RFPs, contracts or financing documents that their terms are based on or aligned with the ESCA model contract. When they do so:

• the decision to reference ESCA is made individually by each member;
• ESCA does not certify suppliers and does not issue "ESCA-compliant" labels for suppliers or products;
• suppliers remain free to propose alternative terms, and members remain free to accept them;
• members must not agree with each other to reference ESCA, or to reject offers that depart from it.

Section 9

Suppliers and other stakeholders

ESCA is drafted from the buyer's perspective, but it aims for contracts that are clear, bankable and workable for both parties. Better-defined requirements reduce disputes, delays and cost for suppliers as well as buyers.

Manufacturers, integrators and other suppliers may read the full contract, submit comments and change requests through the public process, and request dialogue with the Steering Committee on specific clauses. Their input is recorded and considered on its merits. ESCA will not negotiate commercial terms with any supplier on behalf of its members.

Section 10

Role of the Secretariat

Sinovoltaics Group Limited acts as the permanent Secretariat of ESCA. It administers the contract, version control, membership and meetings, and is responsible for applying this policy.

Sinovoltaics also provides commercial quality assurance and inspection services to the BESS market. To keep ESCA independent of this activity:

• membership of ESCA never requires the use of Sinovoltaics services, and members are free to appoint any qualified inspection, testing or advisory provider;
• references to an inspection company in the model contract are placeholders for the provider chosen by the buyer;
• information received by the Secretariat through ESCA is used only for ESCA purposes and is kept separate from Sinovoltaics' commercial activities;
• Steering Committee decisions on contract content are taken by vote of the Steering Committee, with conflicts of interest declared.

Section 11

Reporting concerns

Anyone who believes that this policy has been, or may be, breached should raise the concern promptly with the Compliance Contact. Concerns can be raised in confidence. No one will suffer any disadvantage for raising a concern in good faith.

Section 12

Compliance and review

Every participant is responsible for their own compliance with competition law. Members are encouraged to consult their own legal counsel on any question relating to their participation in ESCA.

Any breach of this policy may lead to suspension or termination of ESCA membership or Steering Committee participation, in addition to any legal consequences for the organisations and individuals involved.

This policy is reviewed at least once a year by the Steering Committee, with the support of external competition counsel, and updated as laws and ESCA activities evolve. New members and Steering Committee participants confirm on joining that they have read and accept it.

This policy provides general guidance and does not constitute legal advice. It does not replace the advice of qualified counsel on specific situations.