General Terms and Conditions

Convenience translation. The German version of these terms is legally binding; in case of discrepancies the German text prevails.

General Terms and Conditions (GTC) of

HENSEL Fahrzeugbau GmbH & Co. KG, Daimlerstraße 2, 97295 Waldbrunn

Phone: 09306 / 9075-0, Fax: 09306 / 9075-33, e-mail: info@hensel-fahrzeugbau.de

Amtsgericht Würzburg (Würzburg Local Court), commercial register HRA 5247, VAT ID: DE813541400

Version 06/2015

1 CONTRACTING PARTIES | SCOPE OF APPLICATION | CONTRACT LANGUAGE

The contracting parties under the following General Terms and Conditions (GTC) are HENSEL Fahrzeugbau GmbH & Co. KG, Daimlerstraße 2, 97295 Waldbrunn, represented by its personally liable general partner Hensel Verwaltungs GmbH (Waldbrunn), which in turn is represented by its managing director Ines Hensel (hereinafter referred to as the "Seller"), and the customer, who for the purposes of the transaction is to be regarded as an entrepreneur (business customer) within the meaning of § 14 BGB (German Civil Code).

These GTC do NOT apply in relation to consumers within the meaning of § 13 BGB (any natural person who enters into a legal transaction for purposes that predominantly can be attributed neither to their commercial nor to their self-employed professional activity); where applicable, reference may be made to separate terms and conditions.

All deliveries and services rendered by the Seller are provided on the basis of the following General Terms and Conditions in the version valid at the time of the order. Any deviating provisions are hereby objected to. General terms and conditions or purchasing conditions of the customer are recognised by the Seller only insofar as the Seller has expressly agreed to them in writing. Provisions other than those contained herein become effective only upon express agreement between a representative of the Seller authorised to manage its business and the respective customer. All communication relating to declarations relevant to the contract shall take place in the German language.

These General Terms and Conditions also apply to future orders, even if they are not expressly agreed again, unless they are superseded by a more recent version at the time of the order.

2 OFFERS | SCOPE OF DELIVERY

The Seller's offers are subject to change without notice. The Seller's offers on its websites constitute a non-binding invitation to the customer to order goods from the Seller.

By ordering the desired goods through completing and submitting the online form on the internet, by e-mail, by fax, by telephone or by post, the customer submits a binding offer to conclude a purchase contract. The offer becomes binding at the latest once it has passed the relevant interface to the Seller.

Should the order confirmation or any other legally binding declaration by the Seller contain clerical or typographical errors, or should the price determination be based on transmission errors, the Seller shall be entitled to rescind the declaration on the grounds of mistake, whereby the burden of proof regarding the mistake lies with the Seller. Any payments already received shall in this case be refunded without undue delay.

The Seller is entitled to accept this offer within a period of 14 calendar days by sending an order confirmation or by dispatching the ordered goods. The order confirmation is issued by e-mail, fax or post. If the period expires without acceptance, the offer is deemed to have been rejected.

The documents belonging to an offer submitted by the Seller, such as illustrations, drawings and details of weights and dimensions, are approximate values only. Deviations from product specifications are permitted provided they are insignificant, do not constitute a material defect and were not bindingly promised.

3 INFORMATION | ADVICE

The Seller provides information and advice to the best of its knowledge and on the basis of its experience. However, all statements and information regarding the suitability and application of the goods are non-binding unless expressly agreed otherwise in writing, and do not release the customer from carrying out its own examination; if the customer does not possess the appropriate expertise for such examination, it must call in suitably qualified third parties. Any liability shall be governed by Clause 10.

4 PRICES

Unless our order confirmation states otherwise, our prices apply "ex works", excluding packaging, insurance, freight and, where applicable, a small-quantity surcharge. These items are invoiced separately. The customer shall dispose of the packaging at its own expense.

Unless stated otherwise, all prices are net prices excluding value added tax. Value added tax is calculated and shown separately in the invoice at the statutory rate applicable on the date of invoicing (currently 7 % or 19 %).

5 PAYMENT TERMS

Payments are always made by invoice unless otherwise agreed in writing. In the event of default in payment, the provision in paragraph 5.2 applies, together with the statutory rules on default in payment.

In the event of default in payment, or if the Seller's claims are jeopardised by a deterioration in the customer's creditworthiness, the Seller is entitled to declare its claims arising from the business relationship with the customer due and payable. The Seller is then also entitled to carry out outstanding deliveries only against advance payment or against the provision of security. If, after a deadline has been set with notice of a possible withdrawal from the contract, the customer is unable to render performance or provide security within a reasonable period, the Seller has the right to withdraw from the contract.

From the onset of default in payment, the Seller may demand default interest at a rate of 9 percentage points p.a. above the prevailing base rate of the ECB. The right to assert a higher actual loss remains unaffected.

Bills of exchange and cheques are deemed to constitute payment only after they have been honoured and unconditionally credited to the Seller's account; they are accepted without any obligation to present them in due time or to raise a protest, only on the basis of a specific written agreement, and subject to all collection and discount charges.

The withholding of payments on the grounds of an asserted right of retention, or the set-off of counterclaims by the customer, is permissible only if such counterclaims are undisputed or have been established by a final and binding court decision.

6 DELIVERY TERMS

Unless expressly agreed otherwise, delivery is made ex works or ex warehouse.

Delivery dates and delivery periods are agreed as binding only if they are expressly confirmed as binding in writing. Delivery dates and delivery periods are subject to the Seller receiving correct and timely deliveries from its own suppliers.

An agreed delivery period is deemed to have been met if, by the time it expires, the delivery item is ready for collection at the works or warehouse.

War, strike, lockout, shortage of raw materials and energy, disruptions to transport and unavoidable operational disruptions, acts of public authority – including where these render the performance of the transaction concerned sustainably uneconomic for the foreseeable future – as well as all other cases of force majeure, including at our suppliers, release the Seller from the obligation to deliver for the duration of the disruption and to the extent of its effects. Such events entitle the Seller to withdraw from the contract in whole or in part without the customer being entitled to damages.

Partial deliveries are permissible and are to be paid for in accordance with the contract, provided they are reasonable for the customer.

7 PASSING OF RISK AND ACCEPTANCE

The customer must collect or take delivery of the delivery item without undue delay after it has been made available at the works or warehouse or at the expressly agreed collection point.

If the delivery item is dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the delivery item passes to the customer upon dispatch of the delivery item, at the latest when it leaves the works or warehouse. This applies irrespective of who bears the freight costs.

If the customer is in default of acceptance, the Seller is entitled to demand reimbursement of the expenses it incurs; upon the occurrence of default of acceptance, the risk of accidental deterioration and accidental loss passes to the customer.

The customer must accept delivery items even if they have insignificant defects, without prejudice to its rights under Clause 9 of these terms.

8 RETENTION OF TITLE

The delivery items remain the property of the Seller (goods subject to retention of title) until all claims, on whatever legal grounds, arising from the legal relationship underlying the delivery have been satisfied in full.

If the customer processes, combines or mixes the goods subject to retention of title with other goods, the Seller acquires co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other goods used. If the Seller's ownership is extinguished through processing, combination or mixing, the customer hereby assigns to the Seller the ownership rights to which it is entitled in the new stock or item to the extent of the value of the goods subject to retention of title, and shall keep them in safe custody for the Seller free of charge. The co-ownership rights arising as a result are deemed to be goods subject to retention of title within the meaning of paragraph 8.1.

The customer is entitled to further process the goods subject to retention of title, to combine or mix them with other items, or to resell them, only in the ordinary course of business and only for as long as it is not in default. Any other disposal of the goods subject to retention of title is impermissible. Seizures or other actions taken by third parties in respect of the goods subject to retention of title must be reported to the Seller without undue delay. All intervention costs are borne by the customer insofar as they cannot be recovered from the third party. If the customer grants its own purchaser a deferral of the purchase price, it must reserve title to the goods subject to retention of title vis-à-vis that purchaser on the same terms on which the Seller reserved title upon delivery of the goods subject to retention of title. Otherwise the customer is not authorised to resell the goods.

The customer's claims arising from the resale of the goods subject to retention of title are hereby assigned to the Seller. They serve as security to the same extent as the goods subject to retention of title. The customer is entitled and authorised to resell the goods only if it is ensured that the claims accruing to it from such resale pass to the Seller.

If the goods subject to retention of title are sold by the customer together with other goods not supplied by the Seller at an overall price, the claim arising from the sale is assigned in the amount of the invoice value of the respective goods subject to retention of title that were sold.

The customer is authorised to collect the claims assigned to the Seller until the Seller revokes this authorisation. The Seller is entitled to revoke it if the customer fails to duly meet its payment obligations arising from this business relationship. If the conditions for exercising the right of revocation are met, the customer must, upon request, immediately inform the Seller of the assigned claims and their debtors, provide all information required to collect the claims, hand over the associated documents and notify the debtor of the assignment. The Seller is also entitled to notify the debtor of the assignment itself.

If the value of the securities existing for the Seller exceeds the secured claims in total by more than fifteen (15) per cent, the Seller shall, at the customer's request, release securities to that extent, the choice of securities being at the Seller's discretion.

The assertion of the retention of title is deemed to be a withdrawal from the contract only if the Seller also expressly declares such withdrawal in writing. The customer's right to possess the goods subject to retention of title expires if it fails to fulfil its obligations under this contract.

9 WARRANTY

Statutory liability for defects applies insofar as the following provisions do not deviate from it.

In the case of the purchase of new delivery items, the customer's warranty claims in respect of defects become time-barred one year after the passing of risk (cf. Clause 7).

In the case of the purchase of used delivery items, the customer's warranty claims are excluded.

The reduction of the period to one year and the exclusion under paragraphs 9.2 and 9.3 respectively do not apply where the obligation to provide compensation is based on injury to body or health resulting from a defect for which the Seller is responsible, or on intentional conduct or gross negligence on the part of the Seller or its vicarious agents. Liability under the Product Liability Act (Produkthaftungsgesetz) and rights of recourse pursuant to §§ 478, 479 BGB remain unaffected.

The warranty lapses if the customer modifies the delivery items without our consent, has them modified by third parties or uses them improperly, and the remedying of defects thereby becomes impossible or unreasonably difficult. In every case the customer shall bear the additional costs of remedying defects that arise as a result of the modification.

The customer is obliged to examine the delivery item for any defects upon handover and to notify the Seller of such defects in writing without undue delay. The relevant provisions and legal consequences of the German Commercial Code (HGB) apply accordingly.

If a notice of defect proves to be unjustified, the customer shall reimburse the Seller for all expenses incurred by the Seller as a result.

10 LIABILITY FOR DAMAGES DUE TO FAULT

The Seller's liability for damages, on whatever legal grounds, in particular arising from impossibility, default, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, is limited in accordance with this Clause 10 insofar as fault is relevant in each case.

In the event of loss of life, injury to health or bodily injury, in respect of guaranteed characteristics and in the case of liability under the Product Liability Act (Produkthaftungsgesetz), the Seller is liable in accordance with the statutory provisions.

Except in cases in which it has culpably breached a material contractual obligation, the Seller is liable only for intent and gross negligence. Material contractual obligations are those which grant the contracting parties the rights that the contract is specifically intended to confer according to its content and purpose, in particular those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the contracting party regularly relies and may rely. Insofar as an attributable breach of duty is based on simple negligence and a material contractual obligation has been culpably breached, the Seller's liability for damages is limited to the foreseeable damage typically occurring in comparable cases.

In all other respects liability is excluded.

The above exclusions and limitations of liability apply to the same extent for the benefit of the Seller's corporate bodies, legal representatives, employees and other vicarious agents.

Insofar as the Seller provides technical information or acts in an advisory capacity and such information or advice does not form part of the contractually agreed scope of services owed by the Seller, this is done free of charge and to the exclusion of any liability.

11 DATA PROTECTION

Data processing is carried out in accordance with the applicable Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG) and the German Telemedia Act (Telemediengesetz, TMG).

12 INVALID CLAUSES | PLACE OF JURISDICTION | APPLICABLE LAW

Should one or more provisions of these GTC be invalid, this does not result in the invalidity of the entire contract.

Unless the order confirmation states otherwise, the place of performance is the Seller's registered place of business.

If the customer is a merchant, a legal entity under public law or a special fund under public law, the Seller's registered office (see Clause 1 above) is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the customer has no general place of jurisdiction in Germany, if the customer relocates its domicile or habitual residence abroad after conclusion of the contract, or if its domicile or habitual residence is unknown at the time the action is brought.

The law of the Federal Republic of Germany applies to the conclusion and performance of all contracts. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.