General terms and conditions of business

for the supply of brand new motor vehicles, trailers and body systems
– Terms and conditions of delivery for new vehicles –

1. Area of applicability, conclusion of the agreement, transferral of the buyer’s rights and obligations

1.1 The following terms and conditions apply to all quotations issued by the company ORTEN Fahrzeug GmbH (hereinafter referred to as the "Seller") and contracts of purchase and delivery concluded with the Seller for new motor vehicles, trailers and body systems. Any conflicting terms and conditions of business of the orderer or the buyer (hereinafter referred to as the "Buyer") are applicable only if expressly confirmed in writing by the Seller.

1.2 Quotations and cost estimates are provided on a non-binding basis.

1.3 The Buyer is committed to the order for a maximum of 6 weeks. The purchase and supply agreement (hereinafter referred to as the "Purchase Agreement") is concluded if the Seller gives written confirmation of acceptance of the order for the more specifically described delivery item (hereinafter referred to as the "Purchase Object") within this deadline, or the delivery has been carried out. The Seller is however obliged to give written notification of any refusal of the order immediately after clarification of availability for delivery.

1.4 All agreements must be put in writing. This requirement also applies to the additional agreements and assurances and also for later contractual changes.

1.5 Transferrals of the Buyer's rights and obligations arising from the Purchase Agreement require the Seller's written agreement.

2. Prices

2.1 The price of the Purchase Object is ex works without cash discount and other discounts, plus VAT (purchase price). Agreed additional services (e.g. transportation costs) are invoiced separately.

2.2 The prices given in the order confirmation are based on current raw material and wage costs. If these should increase, the Seller is entitled to adjust the agreed purchase price accordingly provided that delivery takes place later than four months following conclusion of the agreement.

3. Payment - default in payment

3.1 The purchase price and prices for additional services are payable in cash on delivery of the Purchase Object (though no later than 8 days after receipt of the instruction of provision, with the deadline beginning no sooner than the completion date) and delivery or transmission of the bill for payment.

3.2 If the Seller and Buyer have agreed on payment by instalment, and if the Buyer is a legal entity or if the credit, according to the content of the agreement, is intended for a commercial or independent professional activity that is already exercised, then the entire balance falls due (regardless of the maturity of any bill of payment) including any agreed interests that have accrued up to the date of payment, if the Buyer is wholly or partly in default of at least 2 consecutive instalments by at least 10% of the instalment price, or by 5% where the credit agreement has a maturity period in excess of 3 years. The entire outstanding balance also becomes due for payment if the Buyer suspends his payments in general, or if an application is made for insolvency proceedings on his assets. The same applies if the Buyer is a natural person and if the credit is intended for taking up a commercial or independent professional activity and is greater than the cash payment price of EUR 50,000. Instead of demanding the balance due, the Seller can, without prejudice to his rights deriving from 6.6, give the Buyer a written extension of 2 weeks for payment of the outstanding amount, with a declaration that in the event of non-payment within the deadline, he will reject fulfilment of the agreement by the Buyer. Should the extension expire to no avail, the Seller is entitled to issue written notice of withdrawal from the agreement, or to demand compensation for non-fulfilment; any claim for fulfilment is excluded.

3.3 Any agreement made between the Seller and the Buyer for payment by instalment, which does not come under 3.2 above, can be cancelled by the Seller and payment of the balance due can be demanded if
a) the Buyer is wholly or partly in default of at least 2 consecutive instalments and the outstanding amount is at least 10% of the instalment price, or at least 5% where the term of the payments by instalment is more than three years, and
b) the Seller has to no avail given the Buyer a two-week deadline for payment of the outstanding amount, declaring that if payment is no paid within the deadline, he will demand the full amount.If the Seller demands payment of the balance due, this will be less the interest and other term-dependent costs of the payments by instalment, which are due if calculation is on a sliding scale based on the time following maturity of the balance due.
Instead of demanding payment of the balance due, the Seller can, in the case of 3.3 a) and without prejudice to his rights from 6.6, give the Buyer a written extension of 2 weeks, combined with a statement to the effect that in the event of non-payment within the extension, he will reject fulfilment of the agreement by the Buyer and withdraw from it. Should the extension expire to no avail, the Seller can declare in writing his withdrawal from the agreement; any claim of fulfilment is excluded.

3.4 Payment orders, cheques and bills of payment are accepted only by special arrangement and only accepted for payment subject to calculation of all collection and discount charges.

3.5 The Buyer may only balance claims against the Seller's claims if the Buyer's counterclaim is uncontested or if there is a legally binding title; a right of retention can then only be asserted if it rests on claims arising from the Purchase Agreement.

3.6 Penalty interest on arrears is charged at 5% p.a. above the Deutsche Bundesbank's discount rate. It is adjusted upwards or downwards if the Seller can provide evidence of a charge with a higher rate of interest, or the Buyer evidence of a lower charge. As soon as a discount rate of Deutsche Bundesbank is no longer to exist due to introduction of the EURO, then the corresponding reference rate of the European Central Bank with responsibility for this currency will apply instead of this.

4. Delivery and delayed delivery

4.1 Delivery dates or deadlines, which can be agreed as being binding or non-binding, must be given in writing. Delivery deadlines run from conclusion of the agreement. If subsequent contractual amendments are agreed, then a new delivery date or deadline will if necessary have to be agreed at the same time.

4.2 Six weeks after expiry of a non-binding delivery date or a non-binding delivery deadline issued by the Seller, the Buyer can demand in writing, delivery within a reasonable deadline, stating that he will refuse to accept the Purchase Object once this deadline has expired. The Seller is in default upon receipt of the demand. In addition to delivery, the Buyer can also demand compensation for any loss that may have resulted from the delay. In the event of slight negligence on the part of the Seller, this claim is limited to no more than 5% of the agreed purchase price. Should the extension expire to no avail, the Buyer is entitled to withdraw from the Purchase Agreement by written notification, or to demand compensation for non-fulfilment. In the event of slight negligence on the part of the Seller, this claim is limited to no more than 10% of the agreed purchase price. If the Buyer is a public sector corporation, a public sector special funds corporation or an entrepreneur who, at the time the agreement is concluded, is conducting his commercial or independent professional activity, then the Buyer only has a claim for compensation in case of criminal intent or gross negligence on the part of the Seller. Any demand for delivery is excluded in the cases described in this paragraph.If by chance the Seller is unable to deliver while in default, he will nevertheless be liable in accordance with paras. 1 and 2, regardless of whether the losses would have occurred even if the delivery had been made on time.

4.3 If a binding delivery date or deadline has been missed, the Seller will be in default as soon as the delivery date or deadline has passed. The Buyer's rights will then be determined according to 4.2 para. 1 s. 3 and 4.2 para. 2 and para. 3.

4.4 Force majeure, public disorder, strike, lockout and substantial operational disruption for which no blame can be cast change the dates and deadlines stated in 4.1 and 4.2 concerning the duration of the disruptions to the provision of services caused by these circumstances.

4.5 The Seller reserves the right to make structural or design changes, colour deviations or changes in the consignment during the delivery period, as long as the Purchase Object is not substantially changed and the Buyer considers the changes to be reasonable.

4.6 Details in descriptions that are valid at the time of entering into the agreement concerning the consignment, appearance, ratings, dimensions and weights, fuel consumption, operating costs etc. for the Purchase Object are intrinsic contractual terms; they must be regarded as approximate and not guaranteed characteristics, and are set as benchmarks for deciding whether the Purchase Object is free of defects as in 7.1, unless an explicit guarantee as in 1.4 has been given. If the Seller or the manufacturer uses characters or numbers as a designation for the order or the Purchase Object ordered, no rights may be derived from this.

4.7 The Buyer is obliged to settle any demands for payment by Orten Fahrzeug GmbH by no later than the handover of the Purchase Object. The Seller is entitled to make the delivery of the Purchase Object to the Buyer dependent on the prior settlement of these demands for payment. The Seller is also entitled to offset any of the demands made by the Buyer of Orten Fahrzeug GmbH by virtue of deliveries and services with his own purchase price demands.

5. Conditions of acceptance

5.1 The Buyer is entitled, within 8 days of receipt of the instruction of provision, to inspect the Purchase Object at the stated place of acceptance; the deadline begins no sooner than the completion date given in the instruction of provision. If the inspection is not carried out within the deadline, this will be taken as waiver of the right of inspection; the Purchase Object will then only be regarded as accepted and duly delivered upon delivery to the Buyer or the Buyer's representatives. The Seller must however refer the Buyer to this once more in the instruction of provision.

5.2 Any test drive prior to acceptance must be kept to 20 km within the limits of usual test drives.

5.3 If there are any substantial defects in the Purchase Object offered which, following criticism during the deadline as in point 1, are not rectified within a reasonable extension to be set by the Buyer, the Buyer can refuse acceptance.

5.4 If the Buyer continues to delay, deliberately or as a result of gross negligence, in accepting the Purchase Object for longer than 14 days from receipt of the instruction of provision, the Seller can give the Buyer a written extension of 14 days, stating that he declines acceptance upon expiry of this deadline. Should the extension expire to no avail, the Seller is entitled to declare in writing his withdrawal from the Purchase Agreement or his refusal to fulfil the remainder of the agreement and to demand compensation for non-fulfilment.It is not necessary to give an extension if the Buyer seriously and conclusively rejects acceptance or is clearly unable, also within this time, to pay the purchase price. In neither case is supply required.

5.5 If the Seller demands compensation, this will be 15 % of the purchase price. The level of the compensation must be adjusted upwards or downwards if the Seller can prove a higher loss or the Buyer can prove a lower loss.

5.6 If the Seller does not make use of the rights as in 5.4 and 5.5, he is free to do what he wants with the Purchase Object and to supply in its place within a reasonable deadline a Purchase Object of the same kind under the terms and conditions of the agreement.

5.7 If the, prior to acceptance, the Purchase Object is taken on a test drive by the Buyer or by his representatives, the Buyer will be liable for any resultant damage to the vehicle that has culpably been caused by the driver of the vehicle.

6 Retention of title, making over security

6.1 The Purchase Object remains the property of the Seller until settlement of the claims to which the Seller is entitled by virtue of the Purchase Agreement. The retention of title also remains in place for all claims on the Buyer subsequently acquired by the Seller in connection with the Purchase Object, e.g. due to repairs or spare parts as well as other services.If the Buyer is a public sector corporation public law, a public sector special funds corporation or an entrepreneur, who, at the time the agreement is concluded, is conducting his commercial or independent professional activity, the retention of title also applies for any claims which the Seller has against the Buyer deriving from his regular business relations.

6.2 For the duration of the retention of title, the right of ownership of the vehicle registration document remains with the Seller. The Buyer is obliged to apply in writing to the licensing authority for the vehicle registration document to be issued to the Seller.

6.3 At the request of the Buyer, the Seller is obliged to release securities at the Seller's discretion, if their realisable value exceeds 20% of those of the Seller's claims that are to be secured.

6.4 If the Seller only supplies body systems, then there is only a retention of title on the Purchase Object if this can be removed from the vehicle substructure by undoing screw and bolt connections. The Buyer recognises that the Purchase Object is not nor will be a component of the vehicle.

6.5 If the Seller supplies body systems of a kind that are attached to the substructure and/or the rest of the vehicle in such a way that they cannot be removed by undoing screw and bolt connections, or if he supplies accessories (tailgate lifts, refrigerating units, fifth wheel couplings, etc.), then the following applies:a) If the vehicle to which a body system or accessory is to be fitted is in the retained or security ownership of a third party:The Buyer must ensure that the third party grants the Seller retained co-ownership or security co-ownership. He must provide a written statement from the third party to that. The Seller obtains sole retained or security ownership when the third party's right comes to an end. The Buyer must ensure that the third party then immediately provides the Seller with the vehicle or trailer registration document. The Seller is entitled to contact the third party directly in connection with the agreement and subsequent conclusion of the retained or security co-ownership.b) If the vehicle to which a body system or accessory is to be fitted is in the retained or security ownership of the Buyer:The Buyer is obliged to transfer to the Seller the security ownership of the entire vehicle, including body system, and, for the duration of the security ownership in the relationship with Seller, to use the vehicle only on a loan basis. The transferral of security and the agreement to the loan arrangement are considered to have been executed if the vehicle is handed over to the Buyer for the purpose of acceptance with retention of the vehicle or trailer registration document.

6.6 For the duration of the retention of title or security ownership, the Buyer is entitled to ownership and use of the Purchase Object or to the object subject to the above points in compliance with retention of title or security ownership, as long as he complies with his obligations deriving from the retention of title or security ownership in accordance with the following provisions in this section and is not in arrears of payment (as in 3.2 und 3.3). The Seller can reclaim the Purchase Object if
a) in the case of a buyer as referred to under 3.2 para. 1, the prerequisites mentioned therein, or
b) in the case of a seller as referred to under 3.3, the prerequisites mentioned therein are present, or that buyer has given an assurance under oath, or
c) the buyer fails to fulfil his obligations deriving from 6.7 or 6.8, below, or despite a written request, from 6.10, below.
The Buyer's rights of retention, which do not stem from the Purchase Agreement, are excluded. If the Seller takes back the Purchase Object, then the Seller and the Buyer agree that the Seller reimburses the Buyer the Purchase Object's usual selling value at the time it is taken back. At the request of the Buyer, which can only be expressed immediately after the Purchase Object has been taken back, the Buyers can opt to have a publicly appointed and sworn expert e.g. Deutsche Automobil-Treuhand-GmbH (DAT) state the usual selling value. The Seller can (without being obliged to do so) give the Buyer another written reasonable deadline for fulfilment of an obligation, and announce that if the Buyer fulfils his obligations within this deadline, he will be offered the return of the Purchase Object subject to payment of the usual selling value. Except in the case of 3.3, the Buyer will bear all costs in connection with the recovery and use of the Purchase Object. In the absence of any documentation, the costs for use will be 5% of the proceeds from use. These are adjusted upwards or downwards if the Seller can prove higher costs or the Buyer can prove lower costs.

6.7 As long as the retention of title is in place, the Purchase Object can only be sold, pledged, made over as security, hired out or otherwise surrendered to the detriment of the Seller's security or changed with the Seller's prior written consent.

6.8 In the event of intervention by third parties, especially in case of distraints on the Purchase Object or if a workshop exercises its commercial lien, the Buyer must immediately notify the Seller in writing, and also immediately refer the third parties to the Seller's retention of title. The Buyer bears all costs required to suspend the intervention and to recover the Purchase Object or security collateral, where they cannot be collected from third parties.

6.9 If there was an agreement on taking out a comprehensive insurance policy, the Buyer must take this out immediately for the duration of the retention of title with a reasonable excess, provided that the Seller is entitled to the rights deriving from the insurance agreement. The Buyer authorises the Seller to apply for a risk coverage certificate for the full vehicle insurance and to obtain details of the aforementioned insurance. If, despite a written reminder by the Seller, the Buyer fails to comply with this obligation, the Seller can take out a comprehensive insurance policy himself at the Buyer's expense, pay the insurance premium and then collect this as part of the claim resulting from the Purchase Agreement. Unless otherwise agreed, these services arising from the comprehensive insurance policy must be used in full for repairing the Purchase Object or security collateral. If, in the event of severe damage, the Seller omits a repair, the insurance will be used to pay off the purchase price, the costs of additional services and also costs paid out by the Seller.

6.10 The Buyer is obliged to keep the Purchase Object in a proper condition for the duration of the retention if title, and to have all maintenance work and necessary repairs scheduled by the Seller carried out immediately (apart from emergencies) by the Seller or by a workshop approved by the manufacturer for supervising the Purchase Object.

7. Material defects

7.1 Claims made by the Buyers due to material defects have a limitation period in accordance with the statutory provisions of two years from delivery of the Purchase Object.In deviation from this, there is a limitation period of one year for Purchase Objects if the Buyer is a public sector corporation, a public sector special funds corporation or an entrepreneur, who, in concluding the agreement, is exercising his commercial or independent professional activity.If defects are deceitfully concealed or a guarantee of quality is taken over, the opportunity of making later claims remains unaffected.

7.2 The following applies to the way in which defects are corrected:
a) The Buyer may assert claims for the correction of defects with the Seller or with other companies approved by the manufacturer/importer for supervising the Purchase Object; in the latter case, the Buyer must notify the Seller of this in writing. The Buyer must either give written notification of defects as soon they have been found by the company brought in, or have them recorded by this company.
b) If the Purchase Object is no longer in working order due to a material defect, the Buyer must ask for assistance from an on-call company that has been approved by the manufacturer/importer for supervising the Purchase Object which is closest to the location of the Purchase Object that is no longer in working order.
Repairs must be made immediately according to the technical requirements, by replacing or repairing faulty parts without obtaining estimates for such expenses as are necessary for the repair, in particular transport, road, labour and material costs, as long as these do not increase as a result of the Purchase Object being taken outside the Federal Republic of Germany; replaced parts become the property of the Seller. The Seller only deducts labour and material costs from the expenses required for the repair. If additional maintenance work stipulated by the Seller becomes necessary as a consequence of the repair, the Seller will accept the costs for this work, including necessary costs for materials and lubricants.
If the Buyer is a public sector corporation, a public sector special funds corporation or an entrepreneur who has the contract for conducting his trade, any towing and transport costs for the vehicle will not be accepted. Non-traders must bring the vehicle into the workshop to be designated by the Seller.
c) There is absolutely no right to order a replacement vehicle for the duration of the repairs.
d) Replacement parts become the property of the Seller.
e) The Buyer may assert material defect claims based on the Purchase Agreement for the parts fitted in order to correct defects up until the expiry of the Purchase Object's limitation period.

7.3 Claims for the correction of defects remain unaffected by any change of ownership of the Purchase Object.

7.4 Where an outside body system is the object of the Purchase Agreement, the Buyer must go first of all to the manufacturer of the body system for repair. The Buyer must similarly go first of all to the Seller or a company that has been approved by the Seller for any defect that is covered by guarantee to tyres, refrigerating units, brake parts, tailgate lifts, axles and axle units. The Buyer only has any claims for repairs against the Seller if the manufacturer of the outside product refuses to carry out the repair and/or fails in carrying out the repair.

7.5 There are no guarantee obligations if the defect that has occurred is in such a causal context with them that
- the Purchase Object has been treated in an inexpert or excessive way, e.g. in case of overloading, inadequately secured loads during transport, damage when loading or unloading,
- the Purchase Object has previously been repaired, maintained or serviced in a company that is not approved by the Seller for service and maintenance work and the Buyer had to admit to this, or
- parts have been fitted to the Purchase Object, the use of which has not been approved by the Seller, or the Purchase Object has been altered in a manner that is not approved by the Seller, or
- the Buyer has not complied with the regulations on the handling, maintenance and servicing of the Purchase Object (e.g. operating instructions).

7.6 Normal wear and tear is excluded from the guarantee.

7.7 Where guaranteed characteristics are absent, any claim of compensation due to non-fulfilment remains unaffected.

7.8 The claims under guarantee referred to above expire at the end of the guarantee period as in 7.1.

8. Liability

8.1 If the Seller, on account of statutory provisions in accordance with these conditions, is responsible for a loss which was caused by slight negligence, then the Seller's liability is limited as follows:
Liability is limited only in case of neglect of obligations that are essential to the Purchase agreement and is limited to the typical loss that is foreseeable at the time the Purchase agreement is concluded. This limitation does not apply in case of injury to life, body and health. If the loss is covered by an insurance policy that was taken out by the Buyer for the loss in question (with the exception of stated benefit insurance), the Seller's liability is limited only to any detriment to the Buyer in connection therewith, e.g. higher insurance premiums or interest disadvantages up until claims settlement by the insurance.
In the case of slight negligence, his liability is limited: There is only any liability if the loss exceeds an insurance benefit and no compensation is paid for third party damage in the context of the law on compulsory insurance for owners of vehicles. However, no compensation is paid in the following cases: fall in value of the Purchase Object, loss of use - in particular rental vehicle costs, lost profits, towing costs and vehicle contents and also cargos. The same applies to losses in the event of repair. If the Seller recklessly neglects a cardinal obligation or an obligation that is essential to the agreement, the Seller's obligation to pay compensation is limited to the foreseeable loss that is typical of the agreement.

8.2 Irrespective of whether the Seller is to blame, any liability on the part of the Seller in accordance with the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

8.3 Liability due to late delivery is definitively regulated in 4.

8.4 The Buyer's rights deriving from material defects as in 7 remain unaffected.

8.5 The personal liability of legal representatives, assistants and employees in the Seller's company is excluded for losses caused by them as a result of slight negligence.

9. Place of fulfilment and court of jurisdiction

9.1 The place of fulfilment for the delivery of the Purchase Object is the Seller's production plant, and for all other reciprocal claims it is the Seller's main office.

9.2 For all present and future claims arising from business relations with traders, public sector corporations or public sector special funds corporations including bills and cheques receivable, the local court of Bernkastel-Kues or the Trier district court shall have exclusive jurisdiction.

9.3 The same court of jurisdiction applies if the Buyer does not have any general court of jurisdiction in the Federal Republic of Germany, or if he moves his domicile or usual place of residence out of the Federal Republic of Germany after the agreement has been concluded. Otherwise for the Seller's claims against the Buyer, the latter's domicile is taken as the court of jurisdiction.

9.4 All privities of contract between the Seller and the Buyer are subject only to the laws of the Federal Republic of Germany. Use of the UN agreement on agreement relating to international sales contracts of 11/04/80 (UN purchase law; BGBl. [Federal Law Gazette] 1989 II. p. 588 f) and the Uncitral Convention on international bills of exchange and international promissory notes dated 09/12/88 is excluded.

9.5 Should any term of these terms of business or any term within the framework of other agreements be or become unworkable, the workability of all the other terms or agreements will remain unaffected by this.

Version dated: 05/2002

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