1. Our general terms and conditions of sale and delivery (hereinafter referred to as “General Terms and Conditions”) shall apply for all offers, agreements and performances by TECHART, in particular with respect to the sale and delivery of vehicle parts, vehicles and the installation of vehicle parts, the modification and/or repair of vehicles. Any deviating terms and conditions of the purchaser or orderer (hereinafter referred to as “Customer”), which are not expressly acknowledged in writing, shall not be binding, even if they are not expressly contradicted.
   
   
2. Entrepreneurs (company owners) within the meaning of our General Terms and Conditions include a legal person under public law, a special fund under public law or an entrepreneur who, upon entering into the agreement, is acting in the performance of his commercial or independent professional activities (§14 BGB) (German Civil Code). Consumer within the meaning of our General Terms and Conditions means a natural person, who completes a legal transaction for a purpose that cannot be attributed to either his/her commercial or independent professional activities (§ 13 BGB).
   
   
3. Our General Terms and Conditions shall apply not only to the contract for which they are expressly stipulated, but also for subsequent contracts and contracts entered into independent of the first contract.

1. The prices, information and technical data included in the catalogues, prospectuses, notices and price lists or in the documents associated with the offer are non-binding and subject to change without notice. The information contained therein may change. They are not an integral component of an offer and shall not become subject matter of the contract. Information on consumption and emission values are average values for comparison purposes and does not pertain to any particular vehicle. They are likewise not an integral component of an offer and shall not become subject matter of the contract. 2. We reserve all rights of ownership, industrial property rights, copyrights and other rights to illustrations, drawings, calculations and other documents. This shall also apply to written documents that are designated as “confidential”. Our express written approval is required for any forwarding to third parties.
   
   
2. Inquiries from the customer, whether verbal or written, via our shop system on the Internet, via telephone or fax do not represent an offer, but rather a request to us to submit an offer. In response to such inquiries, we shall prepare a written offer which will include the exclusive scope and content of the performance. The customer may accept this offer by returning the signed offer to us within 14 days. In this case, we will prepare a written confirmation of order, which will correspond to our offer.
   
   
3. In the event of changes to our offer, we shall likewise prepare a confirmation of order which will represent a new offer. In this case, the content and scope of the performance to be provided by us shall be derived exclusively from the confirmation of order. In this case, the contract shall go into force when the customer sends back to us the signed confirmation of order within 14 days. There will be no new confirmation of order in this case.
   
   
4. Vehicles are subject to prior sale until acceptance of the offer.

1. If the Customer is a consumer within the meaning of I subparagraph 2 above and if the agreement goes into force by means of remote communication devices (so-called distance selling transactions as described in § 312 a BGB), he shall have the right to revoke his statement of contract within 2 weeks in text form (e.g. letter, fax, e-mail) or by returning the item without providing any reasons. The time period shall begin at the earliest with receipt of a separate instruction, which is delivered to the Customer with the offer or confirmation of order. The timely dispatch of the revocation or return of the item shall suffice for ensuring the revocation period. The revocation should be directed to:
   
   TECHART Automobildesign GmbH,
   Attention: Mr. J. Riesterer, Roentgenstrasse 47, 71229 Leonberg
   oder via e-mail to j.riesterer@techart.de.
   
   
2. In the event of a legally effective revocation, the performances received by both parties are to be returned. If the received performance cannot be returned to us either in whole or in part or only in a deteriorated condition, the Customer shall be obligated to pay us compensation for lost value in this respect, unless the deterioration of the item can be traced back exclusively to its inspection. The Customer is responsible for the expense of the return if the delivered goods correspond to that which was ordered and the price of the returned items does not exceed the amount of € 40.00, or if the Customer has not yet paid the consideration or a contractually agreed partial payment when the item is selling at a higher price at the time of the revocation. Otherwise, the return is free-of-charge.
   
   
3. The right to revocation shall be excluded if the goods are manufactured according to customer specifications or uniquely customized to the personal requirements of the customer. This applies in particular to the installation of vehicle parts and to vehicles modified or repaired at the customer’s request or to manufactured vehicle parts.

1. If delivery is stipulated, it shall take place from our place of business in Leonberg to the address specified by the customer. A decisive factor for the timeliness of the delivery is the time at which the item leaves our facility or the notification of pick-up (load area notice).
   
   
2. Delivery dates, delivery times or pick-up dates are not binding, unless they were specifically stipulated as “binding”.
   
   
3. In the case of distance selling transactions as defined in Item III (conclusion of contract via e-mail, by telephone or via fax or other remote communication device), delivery will take place 2 weeks from the date of the confirmation of order, at the earliest, unless other arrangements were agreed upon in writing, or deliveries go out from our site earlier. If no binding delivery time is agreed upon for delivery of the goods, we will deliver when possible within a period of 4 weeks. The right to timely and proper self-delivery shall be reserved. Delivery times begin on the date of confirmation of order.
   
   
4. We shall be authorized to make partial deliveries of reasonable scope and to invoice these separately.
   
   
5. If pick-up is stipulated, the Customer shall be obligated to accept the item within eight business days from the binding pick-up date that was provided, or if such time was not stipulated, from receipt of the load area notice.
   
   
6. In the event that our rendering of services requires the clarification of technical questions or if cooperative activities are required on the part of the contractual partner, the delivery or pick-up time period shall begin only after the complete rendering of the cooperative activities. Delivery or pick-up dates will be extended respectively. The same shall apply if the Customer does not deliver to us a vehicle on which we are to provide services by the agreed delivery date.
   
   
7. Modifications to the design or shape, variations in color and revisions to the scope of delivery shall be subject to change during the delivery period, o the extent that the modifications and variations are reasonable for the buyer while taking into account the interests of the seller. If we or the manufacturer use symbols or numbers to designate the customer order or the ordered object of purchase, no rights can be derived from these alone.

1. If the delivery or pick-up date is exceeded by more than 4 weeks, the Customer shall be entitled to request that we render the service within 4 weeks. Default is understood to have occurred upon receipt of the request. If a binding, guaranteed delivery or pick-up date or a binding, guaranteed delivery or completion time period is exceeded, default is understood to have occurred upon exceeding the time period or the date.
   
   
2. If the Customer is entitled to compensation for damage caused by default, this shall be limited to 5% of the agreed purchase price in the case of a slight degree of negligence within the scope of a fixed lump sum compensation for default. If the Customer is entitled to compensation instead of the performance, the claim shall be limited to 25% of the agreed purchase price in the case of a slight degree of negligence within the scope of a fixed lump sum compensation. Item IX of our General Terms and Conditions shall apply in addition.
   
   
3. If the Customer is an entrepreneur within the meaning of Item I paragraph 2, claims for damages instead of the performance in the event of slight negligence shall be excluded.
   
   
4. Cases of force majeure or disruption of operations at our location or that of our suppliers, which through no fault of our own temporarily hinder us from delivering or rendering services on the agreed date or within the agreed time period, will change the dates and time frames mentioned in Items 1 to 3 of this section by the duration of the service disruptions caused by these circumstances. If the respective disruptions result in a postponement of services of more than 4 months or if the delivery or service becomes impossible or unacceptable due to the circumstances mentioned, both parties shall be authorized to withdraw from the agreement. All other rights of rescission shall remain unaffected by this. If the delivery or completion time is extended or if a rescission from the agreement is declared, the contractual partner may not derive any claims for damages arising therefrom.

1. Unless otherwise agreed, our invoices shall be due immediately upon receipt. If a pre-payment or down payment was agreed upon, this shall be payable upon conclusion of the contract.
   
   
2. All payments are to be made in Euros, plus the respective statutory value-added tax at the prices currently in effect on the date of delivery, from Leonberg. Packaging, shipping and freight charges shall be calculated separately, unless otherwise agreed. Shipment to private customers shall be exclusively on the basis of cash on delivery or prepayment.
   
   
3. The Customer may only offset claims by us if the counterclaim of the buyer is undisputed or legally determined. The Customer shall also be authorized to exercise the right of retention to the extent that his counterclaim is based on the same contractual relationship.
   
   
4. In the event of a default of payment, the statutory provisions shall apply. If additional costs, bank fees, etc. are established as a result of a default of payment, they may be added on to the Customer’s charges.

1. The transfer of risk takes place essentially at our place of business. The Customer shall bear the costs of shipment.
   
   
2. If the Customer is an entrepreneur as defined in Item I Para. 2 – unless otherwise stated in the confirmation of order – then delivery is agreed to be “ex works”. All shipments shall be for the account of and at the risk of the Customer. In accordance with § 447 Para.1 of German Civil Code (BGB), risk shall transfer to the Customer as soon as we have delivered the goods to the freight forwarder or other suitable transportation agent. This shall also apply to shipments within our place of fulfillment. If shipment is made with our own vehicles, the risk shall transfer to the Customer at the time of loading.
   
   
3. If the Customer refuses to accept goods sent to him, we shall no longer be obligated to send another shipment. In this case, we shall be authorized to set a time period of 2 weeks during which the Customer is to pick up the goods at our place of fulfillment and to threaten cancellation of the agreement. If the Customer does not pick up the goods at the place of fulfillment within the set period of time, we shall be authorized to declare a cancellation of the contract and demand compensation for damages.
   
   
4. If a pickup has been agreed upon and if the goods are not picked up in due time, we shall be authorized to set a time period of 2 weeks for the Customer to pick up the goods at our place of fulfillment and to threaten cancellation of the agreement. If the Customer does not pick up the goods at the place of fulfillment within the set period of time, we shall be authorized to declare a cancellation of the contract and demand compensation for damages.
   
   
5. The damages to which we are entitled according to Item 3 and Item 4 amount to 15% of the gross invoice amount for vehicles and 20% of the gross invoice amount for parts and other services, without the seller having to verify the amount of the damages incurred. The damages must be assessed higher or lower if we can prove higher damages or if the Customer can prove lower or no damages.
   
   
6. We shall also be authorized to assert lump-sum storage or garaging costs for the time of the delay in the amount of 0.5% of the agreed purchase price per month commenced upon, but with a maximum of 2% of the agreed purchase price. For vehicles, we shall bill garaging costs in the amount of 3 € per commenced day. The amount must be assessed higher or lower if we can prove higher costs or if the Customer can prove lower costs or lower or no damages.

1. If our performance exhibits a defect which already existed at the time of the transfer of risk, we shall be authorized at our option to provide supplementary performance by means of rectification of defects or to deliver a defect-free item. We shall only bear the expenditure required for this, such as wages, material, transport and roadway costs, to the extent that these expenditures do not increase from the fact that a delivery item was subsequently delivered to a place other than the registered office of the Customer, unless delivery to that place corresponds to intended use.
   
   
2. If the supplementary performance or rectification of defects should fail, the Customer shall be entitled at his option to demand a reduction in price or – if the breach of duty is significant – to withdraw from the contract. We are entitled to two attempts to rectify defects. The Customer must allow us an adequate and appropriate time period for the supplementary performance, which may not be less than 20 business days for each instance of rectification of defects.
   
   
3. Information and specifications on official fuel consumption and the official CO2 emissions do not pertain to any particular vehicle and are not an integral component of an offer or a stipulation as to quality, but are solely for comparison purposes among the individual vehicle types. Specifications in prospectuses likewise do not represent any type of stipulation as to quality. In other respects guarantees are not provided, unless expressly stipulated as such.
   
   
4. Oil consumption in performance-enhanced engines may exceed the values specified by the vehicle manufacturer. Performance data specified by us may deviate up or down depending on the tolerance of the stock engine. We only guarantee the increase in performance specified by us with a tolerance of 5%, but not the end values.
   
   
5. For modifications, repairs or services on used vehicles, our warranty pertains only to the parts which were the subject matter of the replacement or the modification or processing and only to restoring the functional capability of the faulty part. Natural wear and tear or damages, which can be traced back to negligent or improper handling such as driving without motor oil, shall cause the warranty to expire.
   
   
6. Warranty work will only be carried out in our workshop or by authorized partners that we designate. Parts replaced in the process are sent to us for appraisal and transfer to our ownership. Repair work of smaller scope can also be carried out by another accredited motor vehicle specialist with our written consent. Replaced parts will become our property. The defective item is to be sent or delivered in advance to an authorized partner designated by us for inspection.
   
   
7. If the Customer is a consumer as defined in Item I paragraph 2 above, the following regulations shall apply.
   
   
   1. The Customer shall be obligated to indicate any obvious defects to us in writing within 2 weeks after they are detected. If they are not indicated within the designated time period, the Customer shall not be entitled to any rights based on warranty for defects.
      
      
   2. Beginning with the date of delivery/acceptance, the warranty periods amount to:
      
      
      1. For new items (e.g. vehicle parts, engines, vehicles, whether performance-enhanced or not): 24 months
      2. For used items (e.g. vehicle parts, engines or vehicles, whether performance-enhanced or not): 12 months
      3. For modifications, repairs, installation of vehicle parts and other work performances: 24 months
         
         
8. If the Customer is an entrepreneur as defined in Item I paragraph 2 above, the following regulations shall apply:
   
   
   1. A prerequisite for asserting claims based on defects is that the Customer has complied with the requirement to inspect and make a complaint in respect of a defect immediately upon receipt of the goods incumbent upon him according to § 377 German Commercial Code (HGB). Notice of defects shall be given in this respect in writing within 8 business days after receipt of the delivered item at the place of destination or, if this was not identifiable from a suitable investigation, within 8 business days after discovery of the defect.
      
      
   2. Another prerequisite for asserting claims in respect of defects is the fact that the Customer is not in default of payment.
      
      
   3. In the event of simple negligence, the warranty for used items, in particular engines and vehicles, shall be excluded, regardless of whether performance-enhanced or not. Liability due to injury to life, limb or health because of negligence, as well as based on the product liability act, shall remain unaffected.
      
      
   4. Beginning with the date of delivery/acceptance, the warranty periods amount to :
      
      
      1. For new items (e.g. vehicle parts, engines, vehicles, whether performance-enhanced or not): 12 months
      2. For modifications, repairs, installation of vehicle parts and other work performances: 12 months
         
         
9. All warranty rights shall expire if defects occur due to the fact that:
   
   
   1. The maintenance work specified in the vehicle customer service manual is not carried out or not carried out properly,
      
      
   2. The provisions in the operating manual are disregarded,
      
      
   3. The vehicle is used for competitive drives,
      
      
   4. The vehicle is technically altered in an unapproved manner.

1. We shall be liable in accordance with the statutory provisions to the extent that the Customer asserts claims for damages or reimbursement of expenses which are based on an intentional act or gross negligence, including an intentional act or gross negligence on the part of our representatives or vicarious agents. Provided we are not charged with any intentional breach of the contract, the liability for damages shall be limited to the foreseeable, typically occurring damages.
   
   
2. We shall be liable in accordance with the statutory provisions to the extent that we negligently violate a fundamental contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damages at the time of conclusion of the contract.
   
   
3. For damages caused by default and claims for damages instead of performance, Item V para. 2 and para. 3 shall apply in addition 3.
   
   
4. Liability due to negligent injury to life, limb or health shall remain unaffected; this also applies for imperative liability in accordance with the product liability act.
   
   
5. Provided not otherwise stipulated above or within our General Terms and Conditions, liability shall be excluded – regardless of the legal nature of the asserted claim. This shall apply in particular for claims for damages arising from negligence at conclusion of the contract, due to other breaches of duty or due to tortious claims for compensation for property damage pursuant to § 823 BGB.
   
   
6. We shall not be liable for damages that did not originate from the delivery item or subject of the contract itself, such as lost profits and other financial losses of the Customer.
   
   
7. The personal liability of our legal representatives, vicarious agents and staff members for damages caused by them due to slight negligence shall be excluded. If the liability for damages on our part is excluded or limited, this shall also apply with respect to the personal liability for damages of the aforementioned persons.

1. We shall retain title to the objects sold by us until complete payment of the purchase price.
   
   
2. If the retention of title is exercised, as well as in the case of a take-back of goods, we shall assert take-back and realization costs in the lump-sum amount of 10% of the agreed purchase price, unless we can provide evidence of higher costs. The Customer shall have the right to provide evidence or lower costs or no costs at all.
   
   
3. Processing or alteration of the purchase item by the Customer is always being carried out for us. If the object of purchase is processed with other objects that do no belong to us, we shall acquire co-ownership of the new item in a ratio of the value of the delivery item to the other processed objects at the time of the processing. If the delivery item is inseparably intermixed with other objects that do no belong to us, we shall assess the co-ownership of the new item in a ratio of the value of the delivery item to the other intermixed objects at the time of the intermixing. If the intermixing is undertaken such that the item of the Customer is viewed as the main item, the Customer shall transfer ownership to us proportionally. The Customer shall hold the sole ownership or co-ownership that emerges in this way in safe custody for us. In other respects, the same factors shall apply for the new item which originates from processing, combining or intermixing as for the conditional commodity.
   
   
4. If the Customer is an entrepreneur as defined in Item I paragraph 2 above, the following regulations shall also apply:
   
   
   1. The delivery item shall remain in our possession until complete payment of all receivables arising from the business relations between us and the Customer.
      
      
   2. The Customer shall be authorized to resell the delivery item during the course of ordinary business activities. He shall assign to us here and now all receivables in the amount of the final invoice amount (including statutory sales tax), which accrue to him from the resale due from his purchaser or third party, regardless of whether the delivery item has been resold without or after processing. The Customer shall remain authorized to collect this receivable even after the assignment. Our right to collect this receivable ourselves shall remain unaffected by this. We shall not undertake to collect the receivable as long as the Customer meets his payment obligations, is not in default of payment and in particular, there is no petition to commence insolvency proceedings and no stoppage of payments. If we are authorized to collect the receivable independently, the Customer shall notify us of the assigned receivables and their debtors and shall inform us of any information required for collecting, including the associated documents. The Customer shall be obligated to safeguard our rights when reselling the delivery item on credit.
      
      
   3. Should the Customer act contrary to the terms of the agreement, in particular be in default of payment, we shall be authorized to take back [repurchase] the purchase item. Redemption [repurchase] of the purchase item by us shall only imply rescission of the contract if we have expressly declared this in writing beforehand. We shall be authorized to utilize the purchase item at our discretion following repurchase. The sales proceeds are to be charged against the liabilities of the Customer, including any existing claim for damages instead of performance – less the take-back and realization costs. The sales proceeds are determined on the basis of the customary sales value of the object of purchase at the time of repurchase.
      
      
5. We shall undertake to release the collateral to which we are entitled upon request of the orderer to the extent that the realizable value of our collateral exceeds the receivables to be secured by more than 25%; we are responsible for selecting the collateral to be released.
   
   
6. The Customer shall be obligated to inform us promptly in writing of any attachments or other interventions by third parties, so that we can file an action in accordance with § 771 ZPO (code of civil procedure). If the third party is unable to reimburse us for the court costs and out-of-court costs arising from this action to which we are entitled, the Customer shall be liable for the shortfall accruing to us.
   
   
7. If the respective law of the region in which the delivery item is located does not allow for a retention of title, we shall be authorized to exercise all rights which we can otherwise reserve for the delivery item. The contractual partner shall be obligated to cooperate in all measures we wish to take to protect our proprietary right or in its place, another security interest in the delivery item.
   
   
8. The vehicle registration document, approval document or other documents serving to prove ownership shall remain in our possession during the period of retention of title.

For all of the services we have rendered, due to all accounts receivable from the Customer arising from this order, we shall be entitled to a contractual lien on the items delivered by the Customer, in particular vehicles and documents. This shall apply to other items delivered to us by the Customer and/or items that have come into the possession of the Seller.

Unless otherwise agreed, the Customer shall be obligated to accept the original and used parts replaced by us during alterations to the vehicle and/or engine within a period of 4 weeks from completion at our place of business or at the site of an authorized contractual partner. If the Customer does not accept the replaced original or used parts within this time period, we shall be come owners of these parts. In this case, any claims by the Customer shall be excluded.

Unless otherwise agreed in writing, the technical acceptance of vehicles or modifications, as well as entering the alterations or modifications in vehicle documents, shall be the responsibility of the Customer. We accept no liability for this. The vehicle parts designated for registration in Germany have the required operating license.

1. If the Customer is a legal person under public law, a special fund under public law or an entrepreneur, who, upon entering into the agreement, is acting in the performance of his commercial or independent professional activites, or if the Customer in Germany does not have a general place or jurisdiction or if he has transferred his place of residence or business or usual domicile outside of Germany after entering into the agreement or if a place of residence or place of business or usual domicile is not known at the time of filing an action, our place of business at D-71229 Leonberg, Germany shall be the place of jurisdiction for all disputes.
   
   
2. The place of fulfilment is our place of business at D-71229 Leonberg.
   
   
3. The contractual language is German. The German version shall be used exclusively for interpreting the contract.
   
   
4. Additional agreements, additions and modifications to this agreement must be in writing in order to be effective. This shall apply also to the cancellation of this written form requirement.
   
   
5. If one provision should be or become ineffective or impracticable, this shall not affect the effectiveness of the other provisions or of the agreement itself in other respects.

The laws of the Federal Republic of Germany shall apply for all of the agreements entered into, including the incorporation of these General Terms and Conditions, excluding the provisions of international private law and of the UN Convention on Contracts for the International Sale of Goods (CISG).

The preceding General Terms and Conditions shall also apply for international deliveries.