GRAF Leichtmetallräder GmbH General Terms and Conditions of Business 1) General Information The following General Terms and Conditions of Business (TOS) will apply exclusively to all – including future – deliveries and services undertaken by GRAF Leichtmetallräder GmbH (referred to as GRAF in the following). Conflicting general terms and conditions of business of the respective contractual partner are expressly contradicted. Conditions of this sort will not be binding to us, even if we do not expressly contradict them after their reception at our premises or if we carry out services at the contractual partner in the knowledge of its contradicting or deviating conditions. Agreements deviating from our Terms and Conditions of Business, particularly telephone and oral agreements, also by our employees and representatives, will need our express written agreement and must be set down in the respective Agreement in writing to be effective. The following Terms and Conditions of Business will apply in principle to all our contractual partners, thus to natural or legal persons or associations possessing legal personality under civil law and to legal persons under public law or separate trusts under public law, in fact independently of whether they are merchants in the sense of the German Commercial Code (HGB) or companies or consumers in the sense of the German Civil Code (BGB). Deviating special terms, especially for consumers, will be established separately in each case. 2) Making an Agreement Our tenders are not binding. The making of contracts and other agreements by our employees or representatives, particularly including additional oral agreements and assurances, will not become binding on us until we have given written confirmation to the customer. The provisions of §§ 312 b ff. BGB will apply accordingly, as far as the respective contractual partner is a consumer. 3) Prices If nothing different has been agreed, our prices from our factories will apply. Packaging, freight, postage and insurance and delivery charges will be invoiced separately. The prices will be based on the prices of materials, wages, loads and charges and levies valid on the day that the contract is made; the date of the order confirmation will be decisive. Our list prices in accordance with the price list applicable on the day of supply will apply, provided that no information is contained in the confirmation of the order. The prices of previous or current orders will not be binding on subsequent orders. The gross prices established by us in each case will apply to consumers. The legal turnover tax will not be included in business trade with companies or merchants, it will be established separately at the legal level on the day that the invoice is drawn up. 4) Despatch and Bearing the Risk a) The despatch to the contractual partner or a third party according to the contractual partner’s instructions will take place at the cost of the respective contractual partner. The risk will pass to the contractual partner as soon as the goods to be delivered leave the factory of GRAF at despatch. This regulation does not apply to consumers. b) If despatch is delayed by circumstances for which the contractual partner is responsible, the risk will pass to the contractual partner on the day of the notification of the readiness to despatch to it. c) We shall only take out transport insurance at the express wish and at the cost of the contractual partner. An obligation in relation to this for GRAF will only exist on the basis of an express written agreement. 5) Delivery Times a) The terms for delivery and deadlines will only apply in the sense of approximate information, unless we have indicated them as binding expressly in writing. The term for delivery will begin with the date of the order confirmation ultimately given by us, but not before the final establishment of all details of execution and the submission of any necessary authorisations. Partial deliveries will be permitted; each one will be regarded as an independent transaction. Any terms for delivery and deadlines will not apply or will not necessarily be observed by GRAF, if the respective contractual partner is in default arising from earlier orders, or in relation to a partial supply of an order or does not fulfil other contractual obligations. The day on which the goods are passed to dispatch will be regarded as day of supply in the case of the despatch of goods; the day of the receipt of the notification or of the readiness to despatch respectively to supply at the respective contractual partner will be decisive in all other cases. b) In cases of unpredicted obstacles, such as delayed deliveries on the part of our suppliers, strike, lock-out, scarcity of materials, governmental measures and other events of force mature, which will influence the completion or processing or the despatch of the goods, the agreed term of delivery or deadline will be extended by the period between the emergence and the termination of the obstacle. c) In cases of the non-availability or the impossibility of providing the service because of a significant increase in difficulty or unfeasibility, GRAF will be entitled to withdraw from the agreement without liability, if GRAF informs the respective contractual party about the impossibility of providing the service owed immediately and has, at the same time, committed itself to reimbursing in return services of the contractual partner already received. The respective contractual partner will be able to request a declaration of whether GRAF will withdraw from the agreement or will supply within a suitable time limit from GRAF, following an appropriate communication. If GRAF does not make a declaration, the respective contractual partner will be entitled to withdraw from the agreement. The contractual partner will not be able to reject partial deliveries or services, unless it has a legitimate interest in their rejection. d) If the fulfilment of our service obligation depends on a service of our contractual partner and if this contractual partner is in default with the provision of this service, the term of delivery will be extended or an expressly agreed term of delivery will be shifted accordingly; any claims arising to us from the delay against our contractual partner will be unaffected. e) In the case of a delay on our part, the respective contractual partner will have to set a suitable subsequent term of delivery in writing. If the goods are also not despatched, or only incompletely despatched or reported ready for des-patch within this subsequent term of delivery, the contractual partner will be entitled to withdraw in relation to the goods that have not been supplied or re-ported ready for despatch before the expiry of the term, after the expiry of the term. Any claims of the contractual partner to compensation instead of the service will be excluded, unless the damage that is proved to have arisen rests on grossly negligent or fraudulent behaviour on the part of GRAF. This regulation will not apply, as far as the respective contractual partner is a consumer. 6) Reserved Title a) The goods supplied will remain the property of GRAF until the complete payment of all claims against the contractual partner arising from the current business relationship. b) The reserved title will also continue to exist if individual claims are accepted by GRAF in a revolving account and the balance of account has been drawn up and accepted. c) If reserved goods are processed into a new, moveable object by the respective contractual partner, this processing will take place for GRAF, without it being put under an obligation arising from this. The new object will be the property of GRAF. In the case of processing, mixing or blending with goods not belonging to GRAF, GRAF will acquire joint ownership of the new object according to the relationship of the invoiced value of its reserved goods to the whole value of the new object. d) The contractual partner will be entitled to sell the reserved goods on, process them further or install them within the framework of the proper conduct of business. e) The contractual partner will cede all claims, with all subsidiary rights arising from the use of the reserved goods, to GRAF in advance. If the reserved goods are processed, mixed or blended with other objects not belonging to GRAF, the cession will only cover the proportion of the yield corresponding to the proportion of the joint ownership of the reserved goods belonging to GRAF. f) If the contractual partner has sold the claim within the framework of non-recourse factoring, it herewith cedes the claim against the factor replacing it to GRAF. GRAF accepts this cession. g) The contractual partner only will be authorised to take in the ceded claim in the proper conduct of business. h) The authorisation of the contractual partner to dispose of the reserved goods and to take in the ceded claims will lapse in the case that the payment conditions are not observed and in the case of a bill of exchange or cheque protest. In this case, GRAF will be entitled to take ownership of the reserved goods or to take in the ceded claims itself. The contractual partner will bear the costs arising from this. The contractual partner will submit to GRAF a precise listing of the claims, to which GRAF is entitled, with the name and address of the purchaser, the level of individual claims, date of the invoice, etc., and give GRAF all the in-formation necessary to assert the ceded claims and permit the checking of the information, on the request of GRAF. i) If the total value of the securities to which GRAF is entitled exceeds its claims by more than 20%, GRAF will be obliged to release excessive securities according to its preference, on the request of the contractual partner or a third party disadvantaged by the over-securing of GRAF. j) It will not be permitted to mortgage the reserved goods or to assign them to security. GRAF should be informed comprehensively about seizure of the re-served goods or the claims ceded immediately, giving the pledge holder. The contractual partner will bear the costs of interventions. k) If GRAF takes back the object of the delivery, on the basis of the reserved title, there will only be a withdrawal from the agreement if GRAF declares this expressly. l) The contractual partner will store the reserved goods for GRAF free of charge and must safeguard them against common dangers such as fire, theft and water to the usual extent. The contractual partner herewith cedes its claims to compensation against insurance companies or others with secondary obligations to which it will be entitled, arising from damage of the type described above, to GRAF, at the level of the invoiced value of the goods. GRAF accepts this cession. m) All claims and the rights to all the special forms established in these conditions, arising from the reserved title, will continue to exist until the complete re-lease from potential obligations that GRAF has entered in the interest of the respective contractual partner. 7) Warranty and Liability a) The contractual partner shall check the goods supplied immediately after receipt. Notices of defects in writing must reach our attention within a period of 10 days after the reception of the goods. A complaint must be made about concealed faults immediately after they have been established. If the contractual partner does not observe the time limit for complaints, it will be excluded from claims of any sort in relation to faults that have not been complained about or have been complained about late. This will not apply if the contractual partner is a consumer. b) In the case of a fault, GRAF will be able to remove the fault free of charge, or either give a replacement free of charge or credit the invoiced value, in exchange for the return shipment of the goods that have been complained about, or, subject to the appropriate preservation of its interests, grant the contractual partner a reduction, according to the preference of GRAF. Mandatory legal regulations deviating from this in favour of consumers will not be affected. c) If GRAF fails to meet one of the obligations to subsequent fulfilment that it has selected (replacement delivery or remedying the defect), or does so not in accordance with the agreement or the subsequent fulfilment is unsuccessful, the contractual partner will have a right to a reduction or to withdraw from the agreement, according to its preference, within the framework of the legal regulations. Mandatory legal regulations deviating from this in favour of consumers will not be affected. d) Further claims of the contractual partner, in particular claims to compensation for damage that has not arisen on the object of the delivery itself (consequential damage) will be excluded, as far as legally permissible. Mandatory legal regulations deviating from this in favour of consumers will not be affected. e) Warranty claims of the contractual partner generally will be in lapse 24 months from the transfer of the risk. In the case of used objects of purchase, any liability for faults will be excluded, unless the existence of a fault has been concealed maliciously. If the contractual partner is a consumer, the statutory period will be 24 months from the transfer of the risk in the case of the supply of new goods and 12 months from it in the case of the supply of used goods. f) The liability of GRAF will be oriented exclusively in accordance with these terms. All claims not expressly conceded in these terms, in particular also compensation claims of all kinds for whatever legal reason, particularly arising from impossibility, delay, the breach of subsidiary contractual obligations (including advice and giving information), negligence in the course of contracting and tort are excluded, even as far as such claims are connected to warranty claims of the contractual partner, unless we or our agents of vicarious liability are liable for premeditation or gross negligence or there has been an injury to life, the body or health, or exceptionally, unless a stricter liability on us arises from the content of the agreement, in particular arising from taking over a guarantee or from a fraudulent concealment of faults. Claims on the basis of the German Product Liability Act, a breach of cardinal contractual obligations or material contractual obligations of other types will be unaffected by this restriction to liability. Mandatory legal regulations deviating from this in favour of consumers will not be affected. All claims against GRAF, for whatever legal reason, will be in lapse in one year at the latest, unless there is wilful or fraudulent behaviour that can be allocated to GRAF; the legal limitative periods will apply in these cases. Mandatory legal regulations deviating from this in favour of consumers will not be affected. 8) Guarantee Claims a) Claims of a contractual partner because of a breach of a guarantee will only come into existence if GRAF has expressly confirmed a guarantee of composition or durability to the contractual partner in writing and has described the respective guarantee as such at the same time. The written confirmation can be replaced by the handing-over of written, pre-formulated guarantee conditions. b) Subject to the actual respective guarantee undertakings and/or guarantee terms, the contractual partner will only be able to assert compensation claims because of the breach of a guarantee to the extent that the contractual partner was intended to be safeguarded by the guarantee particularly against damage of the type that has occurred. 9) Conditions of Payment Our invoices are payable within 10 days of the invoice date, if nothing different arises from the order confirmation. Invoices with a final invoice total below _ 50.00 will be payable at once. In the case that the payment target (10 days) is exceeded, interest for delay at a level of 5% p.a. above the respective basic interest rate in the sense of § 247 BGB will be invoiced to consumers and interest for delay at a level of 8% p.a. above the respective basic interest in the sense of § 247 BGB will be invoiced to other customers. We expressly reserve the right to assert additional damage caused by delay. § 353 HGB will be unaffected. We reserve the right to accept cheques and bills of exchange free of costs and fees. 10) Intellectual Property Rights a) The contractual partner must not make drawings, drafts or documents known to third parties, particularly competing companies. Contraventions of this will entitle us to withdraw from all the supply contracts made with the contractual partner. Compensation claims will remain expressly reserved. If drawings, documents and/or samples are attached to a tender by us, these must be given back without delay, to the extent that and provided that the tender does not lead to giving an order. b) It will be the exclusive responsibility of the respective contractual partner to ensure that the goods ordered from us do not breach any copyrights of third parties. The contractual partner is obliged to release GRAF from any claims based on the breach of intellectual property rights of third parties, to which GRAF may be exposed in the course of carrying out the respective order. 11) Personal Data GRAF will be entitled to record the data of the contractual partner of a personal nature in the course of electronic data processing, to process it within the usual operational framework and to store it. 12) Technical Information Technical information about vehicle attributions, upgrading possibilities, etc. will be given by us to the best of our knowledge, but subject to the exclusion of any liability; the purchaser must check the correctness and permissibility of the attribution before installation. 13) Place of Jurisdiction, Place of Fulfilment and Applicable Law The place of fulfilment for all agreements made with us, particularly also for the obligation of the contractual partner to pay, will be the headquarters respectively the supply plant of our company. The place of jurisdiction for all disputes arising from the contractual relationship will be the headquarters of our company. However, we shall also be entitled to bring proceedings against the contractual partner at its general place of jurisdiction. This will also apply to bill of exchange and cheque obligations. German law will apply exclusively to all contractual relationships as it is applied domestically; the application of the law to the international purchase of moveable objects and/or to the making of international purchasing agreements concerning moveable objects will be excluded. The above regulations will only apply if the respective contractual partner is a merchant, a legal person under public law or a separate trust under public law. 14) Ineffectiveness of Terms If individual terms of this Agreement are completely or partially ineffective, the effectiveness of the other terms or of the respective agreement will not be affected by this. In the case of the ineffectiveness or partial ineffectiveness of a term of this Agreement, the contractual parties shall be obligated to replace the ineffective term by an effective term, the commercial purpose of which corresponds to that of the ineffective term as far as possible. This will also apply if and to the extent that gaps emerge in these general Terms and Conditions of Business.