Brose Fahrzeugteile SE&Co.KG, Coburg

General Terms and Conditions of Sale and Delivery June 2008

Our deliveries and other services shall be governed exclusively by the

the following General Terms and Conditions. Deviating conditions, also

of the customer, shall only be binding on us if we have agreed to them in writing.

have recognized them in writing.

1. offer and conclusion of contract

1.1 Unless otherwise specified, our delivery offers and estimates for repair and installation work are always subject to change.

1.2 Orders as well as changes and verbal subsidiary agreements require our written confirmation. This confirmation is decisive for

the contractual relationship.

1.3 Our fulfillment of the contract is subject to the proviso that there are no obstacles due to national and international legal provisions, in particular export control regulations.

2. delivery time

2.1 Compliance with agreed delivery deadlines is subject to the timely receipt of all documents to be supplied by the customer,

necessary approvals and releases, in particular of plans, as well as compliance with the agreed terms of payment.

and other obligations by the customer. If these requirements are not met in good time, the deadlines shall be extended

This shall not apply if the Supplier is responsible for the delay.

2.2 If non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riot, or similar events, e.g. strike, lockout, the deadlines shall be extended accordingly.

2.3 If the Supplier is in default, the Purchaser may - if it can credibly demonstrate that it has suffered damage as a result - claim compensation.

for each completed week of delay of 0.5%, but not more than a total of 5% of the price for that part of the deliveries,

which could not be put to the intended use due to the delay.

2.4 Both claims for damages by the Purchaser due to delayed delivery and claims for damages in lieu of performance which exceed the limits specified in No. 2.3 shall be excluded in all cases of delayed delivery, even after expiry of any time limit set for the Supplier.

delivery deadline set to the supplier. This shall not apply in cases of mandatory liability based on intent, gross negligence or injury to life, limb or health. The Purchaser may only withdraw from the contract within the framework of the statutory provisions if the Supplier is responsible for the delay in delivery. This does not imply a change in the burden of proof to the detriment of the Purchaser.

2.5 At the Supplier's request, the Purchaser shall be obliged to declare within a reasonable period of time whether it continues to insist on delivery due to the delay in delivery and/or which of the claims and rights to which it is entitled it is asserting.

3 Deliveries and acceptance

3.1 Partial deliveries are permissible.

3.2 Complaints may not be lodged due to changes in the design and execution which the Supplier makes to the delivery item in question or to other services in general before fulfilling an order and which are reasonable for the Buyer.

3.3 The Buyer may not refuse to accept deliveries due to insignificant defects.

4 Transfer of risk

4.1 Shipment shall be made from a place to be determined by us within the Federal Republic of Germany. Transport, breakage, theft and

and other insurances shall only be taken out by the Supplier at the express request and for the account of the Purchaser.

4.2 The risk shall pass at the latest when the delivery item is dispatched. This shall also apply if the Supplier has also undertaken to assemble the delivery item. If the shipment is delayed for reasons for which the purchaser is responsible or if the purchaser

default of acceptance for other reasons, the risk shall pass to the customer.

5 Prices and payment

5.1 Unless otherwise agreed, prices are ex works including loading at the factory but excluding packaging and other expenses. Packaging shall be charged at cost price and shall not be taken back.

5.2 Value added tax (VAT) shall be added to the prices at the respective statutory rate.

5.3 If a down payment is subject to VAT due to statutory regulations, the VAT due on the down payment shall be paid together with the down payment.

5.4 If a price increase occurs after conclusion of the contract with the supplier, the supplier may charge the price valid on the day of delivery, provided that the customer is a merchant for whom the contract is part of his commercial business, a public corporation or a special fund under public law.

5.5 In the absence of a special agreement, payment shall be made prior to delivery without any deduction free Supplier's paying agent or cash on delivery. The day of payment shall be the day on which the Supplier can dispose of the amount.

5.6 Bills of exchange and checks shall only be accepted on account of payment and shall only be deemed payment after they have been credited without reservation. Bank, discount and other charges shall be borne by the customer.

5.7 The customer may only declare offsetting against undisputed or legally established claims.

6 Retention of title

6.1 The delivered goods shall remain the property of the Supplier until all claims to which the Supplier is entitled against the Customer have been fulfilled, whereby safekeeping free of charge shall be deemed to have been agreed. This shall also apply in the event that an acknowledgment of balance is issued. The reserved property shall then be deemed security for the claim to the balance. If the goods belonging to the supplier are sold or processed - which the purchaser is revocably entitled to do in the ordinary course of business - the claim against the third-party purchaser shall take the place of the goods belonging to the supplier and shall be deemed to have been assigned to the supplier. The Purchaser shall be entitled to collect the claims arising from the resale as long as he is not in default of payment.

the supplier is not in default of payment or in financial collapse. Upon request, the Purchaser shall provide the Supplier with the documents required for collection and notify the debtor of the assignment. If the value of the claims assigned to the Supplier exceeds the Supplier's claims against the Purchaser by more than 20%, the Supplier shall be obliged to release or reassign such claims at the request of the Purchaser upon presentation of a list of claims.

6.2 The above provisions shall apply mutatis mutandis in the event of combination (in particular installation). If the delivered goods are combined with another movable item in such a way that they become an integral part of another item which is to be regarded as the main item, the Purchaser hereby assigns to the Supplier proportionate co-ownership of the new item, which the Purchaser shall take into safekeeping for the Supplier. In the event of resale, the provisions of the first paragraph shall apply accordingly.

6.3 The customer may neither pledge the delivery item nor assign it as security. In the event of seizure, confiscation or other dispositions by third parties, he must inform the supplier immediately.

6.4 In the event of breaches of duty by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to take back and withdraw from the contract; the Purchaser shall be obliged to surrender the goods. In this case, the Purchaser shall be obliged to reimburse all costs incurred in connection with the repossession of the goods subject to retention of title, in particular the costs of making them fit for resale, and to compensate for any reduction in value.

6.5 The taking back or assertion of the retention of title does not require the Supplier to withdraw from the contract; these actions or a seizure of the reserved goods by the Supplier do not constitute a withdrawal from the contract, unless the Supplier has expressly declared this.

7. material defects

The supplier shall be liable for material defects as follows:

7.1 All those parts or services which exhibit a material defect within the limitation period - irrespective of the period of operation - shall, at the discretion of the Supplier, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk.

7.2 Claims for material defects shall become time-barred after 12 months. This shall not apply insofar as the law pursuant to §§ 438 para. 1 no. 2 (buildings and items for

(buildings and items for buildings), 479 para. 1 (right of recourse) and 634a (building defects) BGB and in cases of injury to life, limb or health and in the event of an intentional or grossly negligent breach of duty by the supplier as well as fraudulent concealment of a defect.

7.3 Notices of defects pursuant to § 377, 381 II HGB must be made in writing. By negotiating a complaint, the Supplier shall in no case waive the objection of a delayed, insufficient or unfounded notice of defects. The acknowledgement of a material defect must be made in writing. In all other respects, the provisions on suspension of expiry, suspension or recommencement of the limitation period shall remain unaffected.

7.4 In the event of notices of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a notice of defects is asserted and the complaint is not justified.

justification of which there can be no doubt. If the notice of defects is unjustified, the Supplier shall be entitled to demand compensation from the Purchaser for the expenses incurred.

7.5 Initially, the Supplier must always be given the opportunity to remedy the defect within a reasonable period of time.

7.6 If the subsequent performance fails, the customer may withdraw from the contract or reduce the remuneration.

7.7 Claims for defects shall not exist in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment or due to special external influences not assumed under the contract, or in the event of non-reproducible software errors. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.

7.8 Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the object of the delivery has subsequently been moved by the customer to a location other than the customer's branch office, unless the transfer corresponds to its intended use.

7.9 Guarantees of quality and durability must be expressly designated as such in writing.

7.10 Further claims or claims other than those regulated in this Article 7 by the Buyer, irrespective of the legal grounds, against the Supplier and its vicarious agents due to a material defect are excluded, unless liability is based on intent or grossly negligent breach of duty or due to injury to life, limb or health or due to the assurance of the absence of a defect. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

8. industrial property rights and copyrights; defects of title

8.1 Unless otherwise agreed, the Supplier is obliged to deliver the goods free of industrial property rights only in the country of the place of delivery.

and copyrights of third parties (hereinafter: industrial property rights). If a third party asserts a justified claim against the Purchaser based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier shall be liable to the Purchaser within the period stipulated in Art. 7 No. 2 as follows:

(a) The Supplier shall, at its option and expense, either obtain a right of use for the Supplies concerned, modify them so as not to infringe the IPR or replace them. If this is not possible for the Supplier under reasonable conditions, the Purchaser shall be entitled to the statutory rights of rescission or reduction.

b) The aforementioned obligations of the Supplier shall only apply insofar as the Purchaser immediately notifies the Supplier in writing of the claims asserted by the third party, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to the Supplier's discretion. If the Purchaser ceases to use the Supplies in order to minimize the damage or for other good cause, it shall be obliged to point out to the third party that such cessation of use does not constitute an acknowledgement of the infringement.

8.2 Claims of the customer are excluded insofar as he is responsible for the infringement of property rights.

8.3 Claims of the Purchaser shall also be excluded if the infringement of property rights is caused by special specifications of the Purchaser, by an application not foreseeable by the Supplier or by the fact that the delivery is modified by the Purchaser or used together with products not supplied by the Supplier.

8.4 In the event of infringements of industrial property rights, the provisions of Art. 7 No. 5 and 6 shall apply accordingly to the claims of the Purchaser regulated in No. 1 a).

8.5 In the event of other defects of title, the provisions of Art. 7 shall apply accordingly.

8.6 Further claims or claims other than those regulated in this article of the purchaser, regardless of the legal grounds, against the

Supplier and its vicarious agents due to a defect are excluded, unless liability is based on intent or grossly negligent breach of duty or due to injury to life, body or health or due to the assurance of the absence of a defect. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

9 Impossibility; contract adjustment

9.1 If delivery is impossible, the Purchaser shall be entitled to claim damages, unless the Supplier is not responsible for the impossibility. However, the Purchaser's claim for damages shall be limited to 10% of the value of that part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply if liability is mandatory in cases of intent, gross negligence or for bodily injury; this does not imply a change in the burden of proof to the detriment of the customer. The right of the customer to withdraw from the contract remains unaffected.

9.2 In the event of temporary impossibility, Art. 2 (Delivery time) shall apply.

9.3 If unforeseeable events within the meaning of Art. 2 No. 2 significantly change the economic significance or the content of the delivery or have a significant impact on the Supplier's business, the contract shall be adapted appropriately in good faith. If this is not economically justifiable, the Supplier shall have the right to withdraw from the contract. If he wishes to exercise this right of withdrawal, he must inform the customer immediately after realizing the consequences of the event, even if an extension of the delivery time was initially agreed with the customer.

10 Liability

10.1 The Supplier shall be liable without limitation for injury to life, limb or health for which it is responsible and, in the event of damage to property for which it is responsible, shall reimburse the cost of restoring the items up to an amount of EUR 500,000 per loss event. In the event of damage to data carrier material, the obligation to pay compensation does not include the cost of recovering lost data and information.

10.2 Further claims for damages and reimbursement of expenses by the customer (hereinafter: claims for damages), irrespective of the legal grounds, in particular due to breach of duties arising from the contractual obligation and from tort, are excluded.

10.3 This shall not apply where liability is mandatory, e.g. under the Product Liability Act, in cases of intent, gross negligence, due to the assumption of a guarantee for the quality of an item, due to the fraudulent concealment of a defect or due to the breach of material contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence.

10.4 Insofar as the customer is entitled to claims for damages under this article, these shall become time-barred upon expiry of the limitation period applicable to claims for material defects in accordance with article 7.2. This shall not apply in the event of intent, gross negligence, injury to life, limb or health, fraudulent concealment of a defect or claims under the Product Liability Act.

10.5 The above provisions do not imply a change in the burden of proof to the detriment of the customer.

11 General

11.1 The contractual relationship shall be governed by substantive German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

on the International Sale of Goods (CISG).

11.2 The customer authorizes the supplier, waiving any notification, to process personal data to the extent permitted by the German Federal Data Protection Act and to the extent necessary for the performance of the contractual relationship and to transmit such data to the departments within the Brose Group involved in the performance of the contractual relationship.

11.3 The contract shall remain binding in its remaining parts even if individual points are legally invalid. This shall not apply if adherence to the contract would constitute an unreasonable hardship for one of the parties.

11.4 Amendments and additions to the contract must be made in writing. The written form requirement is not met by electronic form.

11.5 If the Buyer is a merchant, a public corporation or a special fund under public law, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Supplier's registered office. The Supplier shall also be entitled to bring an action before a court which has jurisdiction for the registered office or a branch of the Purchaser.

Translated via DeepL