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General Terms and Conditions

GT&C, General Terms and Conditions
General Terms and Conditions of Business of Sherpa-Autodiagnostik GmbH (GT&C)

1. Conclusion and content of the contract:
Our participation in business transactions is based on the concluded contracts as well as the following General Terms and Conditions, which shall become an integral part of the contract upon the order confirmation. This shall also apply to sales made by agents or other legal transactions. We shall not be bound by the terms and conditions of purchase of the customer, even if we do not expressly object to them and the customer does not expressly declare his or her consent to our GT&C. By accepting our quotation, the customer shall declare his or her agreement with these GT&C. Cancellation, amendments or collateral agreements of the contract will require our written confirmation. The rights of the customer arising from the contract shall only be transferable with our prior written consent. Insofar as our performance of the contract is dependent on supplies, we shall be obliged to deliver only to the extent that it is possible to cover the materials necessary for production at the prices valid on the day (date) of the order confirmation.

2. Quoted prices
Quoted prices are subject to change and are quoted in Euros and, unless otherwise stated, are prices which do not include value-added tax; they shall only become binding upon confirmation of the order by us. Subsequent changes to the contract will require mutual confirmation in order to be effective.

3. Terms of payment
The invoice (net price plus VAT) will be issued on the day of dispatch of the goods or partial delivery or service. The due date of the invoices shall be based on the conditions specified in the order confirmation. In the absence of such a determination, the following shall apply: 30 days net. Bills of exchange shall only be accepted in payment after previous special agreement and then only on account of performance. Interest and costs for the discounting or collection of bills of exchange shall be borne by the customer. The date of receipt of all payments shall be the day on which the amount is available to us. In the event of default in payment, interest on arrears shall be charged at a rate of 5 percent above the respective bank discount rate. If the above terms of payment are subsequently amended in favour of the ordering party, the ordering party shall bear all credit and other costs. In the case of contractually agreed cash discount deduction, the basis of assessment is the invoice amount (incl. VAT). Assembly and services are excluded from the discount. Discounts shall be subject to timely payment, i.e. they do not apply in the event of delayed receipt of payment. We shall be entitled to demand security or advance payment of the invoiced amount if, after acceptance of the order, there is a risk to his claim for payment. In the event of default in payment as well as justified doubts as to the solvency or creditworthiness of the customer, we shall be entitled to demand advance payments for outstanding deliveries and to make all claims arising from the business relationship due and payable. In this case, our performance obligations shall be suspended until the customer has fulfilled all payment obligations. In the case of larger orders, we are entitled to issue interim invoices in accordance with the service rendered and to demand partial payments. The above terms of payment shall also apply to partial payments. In the case of export transactions, the terms of payment shall be agreed separately in writing.

4. Deliveries
shall be made ex works, unless otherwise agreed. The dispatch shall be at the expense and risk of the ordering party.

5. Delivery period
The agreed delivery period presupposes that the production process runs smoothly. In the event of disruptions to this process, the delivery date shall be delayed accordingly. Operational disruptions both in our own operations and in those of third parties on which production and transport depend shall release us without compensation from our obligation to comply with the delivery period, insofar as a replacement cannot be procured in good time or only with disproportionate expenditure. Operational disruptions in this sense include, in addition to all accidental obstacles, shortages of raw materials and energy, traffic bottlenecks, industrial disputes, war and riots as well as all other events for which we are not responsible. Even in the case of so-called firm deals, we shall be granted a reasonable grace period and/or replacement delivery period which may not be less than one week and may not exceed two weeks.

6. Delay in delivery
Even in the event of default in delivery for other reasons, the ordering party shall in any case only be entitled to exercise the rights to which they are entitled under the law and these GT&C after setting a reasonable grace period.

7. Delay in acceptance
If the ordering party is in default with acceptance, we shall be entitled to the rights arising from Section 326 BGB (German Civil Code). Instead, however, we shall also be entitled to withdraw from the agreement only in part and to claim damages with regard to the other part. If the ordering party does not promptly accept the delivery within a reasonable period of time after notification of completion or in the case of notified dispatch, or if dispatch is impossible for a longer period of time due to circumstances for which we are not responsible, we shall be entitled to either store the delivery ourselves at the expense and risk of the ordering party or to store it with a freight forwarder.

8. Retention of title
We shall retain title to the delivered goods until the purchase price has been paid in full. After withdrawal from the contract, we shall be entitled to demand the return of the delivered goods on the basis of this retention of title (Section 449 para. 2 BGB). If our delivery is resold as part of the ordering party's business operations, an extended retention of title shall apply, of which the end customer must be informed. This shall apply accordingly in the case of further processing of parts supplied by us. The ordering party shall be entitled to collect the claim with the proviso that the proceeds must be used to cover our claim. As a precaution, the ordering party shall cede to us their claim against their customer by way of security. In the event of imminent insolvency of the ordering party, the ordering party shall be obliged to inform their customer as well as the insolvency administrator of the retention of title such as the assignment.

9. Complaints
The goods must be inspected immediately upon arrival at their destination and treated with the care of a prudent businessman. Complaints are admissible within one week from receipt of the goods. Defects of a part of the delivery cannot lead to a complaint concerning the entire delivery. Only a reduction can be demanded, but not a change or compensation. We have the right to repair or replace the goods. Hidden defects which cannot be found after immediate inspection may only be asserted against us if we receive the notice of defect within 3 months after the goods have left the supplier's works. Consequential damages which are causally connected with the delivered goods will not be accepted and acknowledged. This shall apply accordingly to services. Insignificant variations in the quality of the products manufactured by us cannot be objected to.

10. Limitation of liability
As a matter of principle, our liability is restricted to foreseeable damages typical for the contract. We are only liable for damage caused deliberately or due to gross negligence This restriction does not apply to cases where persons are injured Claims for damages regularly expire two years after the point in time when the damage is detected and reported or after 3 years following the occurrence of the damage at the latest.

11. Warranty
We provide a 12-month warranty to guarantee that our deliveries are free from defects. This period starts at the time when the goods are delivered to the ordering party. This does not apply to the delivery of used products. All warranty claims are excluded in such cases. Within the scope of the warranty, our obligation is restricted to repairing and/or substitute delivery at our own discretion. Liability for secondary damages arising from defects as well as lost earnings is excluded. The right of the contractual parties to withdraw from the contract after an attempted but unsuccessful repair and/or an inability to provide a substitute, is reserved. Our suppliers provide us with a 12 month guarantee that their deliveries are free of defects. The period shall commence at the time of processing by us. In addition, in accordance with Section 479 para. 2 of the German Civil Code (BGB), the supplier shall provide us with a warranty for a further 3 months beyond the actual warranty period to ensure that the goods supplied by him are free of defects. This period shall commence with the delivery of the processed goods to the end customer. Beyond this point in time, the supplier shall indemnify us against all damages incurred by us as a result of the defectiveness of the delivery, insofar as we are obliged to settle the same by law or contractual agreement. This obligation shall cease at the latest five years after the date on which the supplier has delivered the goods to us.

12. Packaging
The packaging shall be determined by the order confirmation. Dispatch shall be at the expense of the customer.

13. Verbal agreements
require written confirmation to be binding.

14. Severability clause
Should individual regulations of these GT&C be ineffective, they shall be replaced by a regulation that comes as close as possible to the intended content of the regulation, taking into account what is legally permissible. The invalidity of individual provisions does not affect the legal validity of the other GT&C regulations.

15. Place of performance and jurisdiction
The place of performance for delivery and payment as well as the place of jurisdiction for all legal disputes arising from this contract, including bills of exchange and documentary proceedings, is Mühldorf. German law shall be deemed to have been agreed.

16. Form no.: 030710 Date: 14/07/2003