FAYMONVILLE TRADE AND SERVICES - STANDARD TERMS AND CONDITIONS

1. General

Our Terms and Conditions of Sale shall apply exclusively; we do not recognize any Terms and Conditions of the Buyer that conflict with or deviate from our Terms and Conditions of Sale. Any other agreements are only applicable in the particular case agreed upon.

2. Offers

2.1. Our offers and other declarations are subject to change in every respect unless otherwise confirmed by us in writing.

2.2. The Seller reserves the right to alter the construction or shape of the construction pattern during the delivery period to the extent that the goods and their appearance are not
fundamentally changed.

2.3. Information provided in the descriptions relating to performance, weights, running costs, speeds, technical specifications, etc., are to be regarded as approximate.

3. Delivery

3.1. Delivery periods are always subject to change. The commencement of the delivery period stated by us is subject to the timely and proper fulfillment of the Buyer's obligations and the clarification of all technical issues.

3.2. The Seller shall be released from the obligation to deliver in case of force majeure, i.e., in case of any cause independent of the Seller or if the event is partly beyond the Seller's control (among others: strikes, delay in delivery by the Seller's suppliers, export ban, international sanctions, fires, epidemics or pandemics, internal organizational difficulties of the company, ...). The Seller does not have to prove the unforeseeability and irresistibility of the disruption.

3.3. Cancellation of the order. If the Buyer cancels the order partially or entirely (or in case he refuses delivery), the Buyer must pay compensation of at least 30% of the order. However, if the Seller requires compensation above 30%, he must prove the extent of his damage.

4. Acceptance

4.1. The Buyer is entitled and obliged to inspect and collect the object of sale at the agreed place of delivery within eight days of receipt of the notification of readiness for delivery.

4.2. All defects or possible damages of the object of purchase must be reported to the Seller within three days after the inspection date through a justified registered letter. In the absence thereof, these complaints cannot be considered. The delivery shall be deemed approved in the absence of a complaint made in due form and time. In the event of a justified and timely objection, we shall, at our discretion, make a replacement delivery, remedy the defect or provide compensation for the reduced value. Any further claim for damages is excluded.

4.3. The right of inspection shall be tacitly waived if the examination is not carried out within the specified period or if the shipping order is placed. The object of purchase shall then be deemed to have been accepted and delivered adequately upon delivery to the Buyer or his agent.

5. Transfer of Risk

As soon as the goods have left the factory or have been handed over to the carrier, they are transported at the risk of the Buyer. The transfer of risk from the Seller to the Buyer is governed by the INCOTERM agreed upon in the order confirmation. If the goods transported are insured by the Seller at the Buyer's risk, the Buyer accepts without reservation the conditions of the insurance policy taken out by the Seller.

6. Prices

6.1. The price of the goods is exclusive of value-added tax. Unless otherwise stated in the order confirmation, our prices are "ex works".

6.2 The price of labor is charged according to the time worked.

7. Payments

7.1. All our invoices are payable without discount or other reductions. For new vehicles, payment must be made before delivery. Unless otherwise agreed between the Seller and the Buyer, or imposed by the Seller, all other invoices are payable at the Seller's office within 30 days of the invoice date. Representatives are not authorized to accept payments.

7.2. In the event of failure to pay or late payment of an invoice, it shall automatically and without previous notice be increased by 10% with a minimum of 50 €. In addition, the delay interest shall be payable at 12% per annum.

8. Retention of Title

The object of sale sold under retention of title shall remain the property of the Seller until all claims arising from this contract have been paid in full. As long as ownership has not been transferred to the Seller, the Buyer undertakes to treat the goods subject to retention of title with care and to insure them sufficiently at his own expense against fire, water damage, and theft at replacement value. The Buyer is not entitled to pledge the object of sale in favor of third parties or to transfer ownership of the object of purchase as security. The Buyer is, however, entitled to use the object of sale subject to retention of title and resell it during regular business activity, as long as he is not in default with his payment obligations. The Buyer hereby assigns the Seller the claims arising from the sale against his business partners as security. The Seller accepts this assignment. The Seller revocably authorizes the Buyer to collect the claims assigned to the Seller in its name on behalf of the Seller. This does not affect the right of the Seller to collect the claims himself. However, the Seller shall not collect the receivables and shall not revoke the authorization as long as the Buyer properly fulfills his payment obligations. If the Buyer does not comply with the contract with the Seller, in particular, if he is in default of payment, the Seller can demand that the Buyer disclose the assigned claims and the respective debtors, inform the respective debtors of the assignment and provide the Seller with all documents and information which the Seller requires to enforce the claims. The processing, transformation, or alteration of the object of sale sold under retention of title by the Buyer shall always be carried out on behalf of and by the Seller's order. If the object of sale is processed with other things that are not the property of the Seller, the Seller acquires co-ownership of the new object in proportion to the value of the goods subject to retention of title to the other processed things at the time of processing. If the object of sale is inseparably linked or combined with other goods not belonging to the Seller, the Seller acquires co-ownership of the new object in proportion to the value of the goods under retention of title to the other linked or combined goods. If the combination is affected in such a way that the Buyer's item is to be regarded as the principal item, it is agreed that the Buyer shall transfer co-ownership to the Seller on a pro rata basis. The Seller accepts this transfer. If the object of sale is subject to seizure or other actions by third parties, the Buyer is obliged, as long as ownership has not yet been transferred to him, to inform the third party of the Seller's ownership rights and to inform the Seller immediately in writing so that the Seller can enforce his ownership rights. The Buyer shall be liable to the Seller for any judicial or extrajudicial costs incurred in this regard.

9. Warranty

9.1 The Seller warrants that the goods shall be free from defects in materials and workmanship for 12 months following state of the art.

9.2 Within the warranty period, the Buyer shall be entitled to have defects remedied.

9.3 The Buyer shall not be entitled to rescission or reduction of the purchase price unless the Seller cannot remedy the defect. A claim for replacement delivery does not exist.

9.4 Warranty obligations shall not exist if the defect that has occurred is causally connected with the fact that the Buyer has mishandled the object of purchase or has overused it or that the object of purchase has previously been repaired by someone not recognized by the Seller for servicing.

9.5 Natural wear and tear are excluded from the warranty.

9.6 Regardless of the legal nature of the Buyer's claim, our liability does not extend beyond the limitations of these Terms and Conditions.

9.7 The purchased vehicles are not intended to be used in the USA and/or Canada. The Seller shall not be liable for any damages that may occur in the USA and Canada with its vehicles. The Buyer undertakes to observe this obligation and to impose it on his legal successors. In the event of a breach of this obligation, the Buyer undertakes to bear such damage claims himself and to indemnify the Seller against all possible claims that would be made against him.

9.8. In the event of the resale of a vehicle by the Buyer to a third party, the Buyer undertakes to comply strictly with the international sanctions to which the seller would have been subject if he had been contacted directly by this third party with a view to concluding this sale. In other words, the Buyer formally undertakes not to order vehicles from the seller with a view to reselling them to third parties whose registered office or place of business is located in countries subject to international sanctions which prohibit the seller from concluding a sale with such third parties.

9.9 The liability of the Seller is, in all cases, limited to the amount of the purchase price, and immaterial/indirect damage cannot be claimed at the Seller's expense.

10. Intellectual Property Rights

The Seller does not grant the right to use its own trademarks, trade names, or other names (or those of its group) in any publication, including promotional publications. All data, information, documents, and intellectual property rights, whether registered or not (hereinafter collectively referred to as "Documentation"), in whatever form, shall remain the exclusive property of the Seller and shall be provided to the Buyer solely to perform the Supply. The Buyer agrees not to use the Documentation received for any purpose other than in connection with the Supply, nor to disclose to third parties, reproduce or license the Documentation received without Seller’s express written permission. The Buyer undertakes to return to the Seller the Documentation received upon simple request as soon as such Documentation is no longer required for the performance and/or use of the service unless otherwise agreed between the parties. If the Buyer intends to use the supplied Documentation for incorporation into other goods/documents, the Buyer shall be obliged to ensure that such use does not infringe the industrial property rights of third parties and shall bear the sole burden of any such infringement, without prejudice to the Seller.

11. Personal data

The Seller stores, processes, and uses the communicated personal data for contract execution. Thereby - except for the necessary shipping processing and legal obligations - no disclosure of the Buyer's personal data to third parties and a transfer of personal data to third parties does not occur without the Buyer’s express consent.

12. Place of Performance, Choice of Law and Jurisdiction

The place of performance is our registered office. German law shall apply to these standard Terms and Conditions and the entire legal relationship between the Buyer and the
Seller. For all disputes arising out of the present agreement, only the courts in the court district of Augsburg (Germany) shall have jurisdiction. However, the Seller shall be free to raise legal proceedings before any other court.