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Terms and conditions-Frank Fahrzeugbau Ltd.-sale and delivery conditions

Terms and conditions

Frank Fahrzeugbau Ltd. sales and delivery

for the execution of work on motor vehicles, trailers, aggregates and their components and for cost estimates

Automotive repair conditions

I. order placement
1. In the form of an order or a confirmation letter, the services to be performed are listed as well as the expected or binding completion date.
2. The client receives a copy of the order form.
3. The order authorizes the contractor or sub-contractors to perform test drives and transferring drives.

II. Price in the order form, quotation
1. At the request of the client, the order form will state the rates that are expected as a result of the execution of the contract. Prices that come into question can be referenced with the price and labor value catalogs provided by the contractor.
2. If the customer requests a binding quotation, it requires a written estimate, in which the labor and parts in each case be listed in detail with their respective price. The contractor is bound to this estimate for 3 weeks after submission. The costs for an estimate rendered may be charged to the client if this is agreed upon in individual cases.
If an order is placed as a result of the estimate, then any costs for the estimate will be calculated into the invoice. The total price, however, may not be exceeded without the consent of the client.
3. If prices are included in the order form, an estimate of the sales tax must also be included as in the quotation.

III. Completion
1. The contractor will seek to observe completion dates even if they are not binding. If the amount of work exceed that of the original contract, the completion date may be extended accordingly.
2. If the contractor agrees to a binding completion date, which he is not likely to able to comply with, or does not adhere to the completion date, he is in breach of contract and will owe the client compensation for damages. An obligation to pay damages does not apply if the contractor cannot observe the completion date due to natural disasters, strikes, lockouts, breakdowns, lack of supplies or similar reasons and conditions. In cases of longer delays, the contractor must notify the client immediately.

IV. Acceptance
1. The acceptance of the contract item by the customer will take place on the business premises of the contractor, unless otherwise agreed.
2. The client is obliged to pick up the contract item within 1 week of notification of completion. In the case of non-acceptance, the contractor can exercise his legal rights. For repair work which is carried out within one business day, this period is shortened to 2 working days.
3. In the case of an acceptance delay, the contractor can charge storage fees. The contract item may also be stored elsewhere at the discretion of the contractor. Costs and risks of storage are charged to the customer.

V. Calculation of the order
1. In the invoice, price or price factors for all services as well as parts and materials must be listed individually. If the customer wishes to arrange pickup or delivery of the contract item, he does this at his own expense and risk. The liability for negligence remains unaffected.
2. If the contract includes a binding cost estimate, it must include a reference stating explicitly how additional work is to be carried out.
3. The calculation of the price for the exchange of a part presupposes that the exchange part has no damage that makes regeneration impossible.
4. The sales tax is payable by the customer
5. Any correction of the invoice by the contractor, as well as a complaint made by the client, must be made within 6 weeks of receipt.

VI. Payment
1. Payment for work is due upon acceptance of the contract item, but due at the latest within one week of notification of completion and receipt of the final bill. Payments are in general payable in cash without any discount. Payment by check can also be arranged. A different form of payment must be explicitly requested in advance. The resulting interest will be at least 4% above the rate of the Deutsche Bundesbank. Offsetting against claims is excluded.
2. The purchaser can only set off against our payment claims if the counterclaim of the purchaser is undisputed or if there is a non-appealable enforceable judgment; a lien can only be claimed if it is based on claims from the order. The contractor is entitled to demand a reasonable advance payment with the placement of the order.

VII. Extended lien
The contractor retains the right to put a contractual lien on items that came into his possession as a result of the contract work. The contractual lien can also be invoked for claims arising from work performed, spare parts and other services as far as they relate to the contract work. For other claims from the business relationship, the contractual lien is valid only if they are undisputed or legally valid title exists and is part of the client's contract.

VIII. Defects
1. The principal statute of limitations for claims on defects is one year from acceptance of the contract object. If the client accepts the object depite knowledge of a defect, he is only able to file a claim for the defect if he reserves this right at the time of acceptance.
2. If the subject of the contract is to deliver manufactured or produced movable goods, and the customer is a legal entity under public law, a public sector fund or an entrepreneur who acts upon conclusion of the contract as part of his business or profession, customer claims due to defects expire one year after delivery. For other clients (consumers) the statutory provisions apply in this case.
3. Further claims remain unaffected if the contractor is required by statute mandatory liability or otherwise agreed, particularly in the case of a guarantee.
4. In the event of claims for material defects, the client shall exercise this right against the contractor. If oral notice is given, the contractor will give the client a written confirmation upon receiving the claim.
5. If the contract object becomes inoperative due to a defect, the contractor may, with prior consent from the client, contact another automtive company. In this case, the client has to include in the order form that it has to do with a correction of faults contractor and that the upgraded parts are kept available for a reasonable period of time. In order to receive a refund of the costs incurred during the repair, the contractor must provide the client proof of the repair.
6. In the case of defects, the contractor can claim the parts used for the corrective measures until the corresponding statute of limitations runs out.
7. Section VIII defect does not apply to claims for damages because these claims are subject to Section IX liability.

IX. Liability
1. If the contractor according to statutory provisions is liable for damage that was caused by slight negligence, the liability of the contractor is limited: The liability is only for breach of contractual obligations, such as those imposed by the order the contractor to its content and purpose will or the fulfillment of the proper execution of the contract in the first place and the trustworthy compliance of the client. Liability is limited to the foreseeable damage at the signing of the contract. If the damage is covered by insurance (except sum insurance), the contractor shall only be liable for any associated costs of the client, e.g. higher insurance premiums or interest on the claims by the insurance. The liability for the loss of money and valuables of any kind which are not explicitly taken into consideration is excluded.
If the customer is a legal entity under public law, a public sector fund or an entrepreneur who is involved in the case as part of his trade or profession, and after one year from purchase or the delivery of manufactured or produced movable goods will file a claim for material defects the following will apply: The above limitation of liability shall apply to any damage that was caused by gross negligence, and not involving gross negligence caused by legal representatives or employees of the contractor, nor for a grossly negligent damage by the client which will be covered by insurance.
2. Regardless of any fault of the contractor, the possible liability of the contractor's fraudulent concealment of the defect remains, unaffected by the assumption of a guarantee or a procurement risk and under the Product Liability Act.
3. The personal liability of the legal representatives, agents and employees of the contractor for damages caused by slight negligence is excluded. If they, except for the legal representatives and managers, caused the damage through gross negligence it will be according to the contractor-controlled limited liability.
4. The limits of liability of this section shall not apply to damage to life and limb.

X. Retention of title
As far as built accessories, replacement parts and aggregates are not essential components of the contract item, the contractor retains the property until full payment is received.

XI. Jurisdiction
For all present and future claims from the business relationship, including bills and check claims the sole jurisdiction will be the location of the contractor. The same jurisdiction is relevant if the client has no general jurisdiction in Germany, moved his domicile or habitual residence from the country or his residence or habitual residence at the time of filing the action is not known.

Date: March 2008