General terms and conditions

A. General

1. The conditions stated hereinafter shall apply to all – even future – deliveries of goods and provisional services of CRD CAR
RESEARCH & DEVELOPMENT GMBH & CO. KOMMANDITGESELLSCHAFT (hereinafter referred to as “CRD”). Conflicting
General Terms and Conditions of the respective contractual partner are exclusively rejected. Such General Terms and Conditions
of a contractual partner shall not bind us even if we did not object to them explicitly or if we provide goods or services without reservation
although we know about contrary or deviating conditions.
2. Deviations from our Delivery and Payment Conditions are therefore only binding, if they have been fixed in the respective contract
in writing and have been confirmed in writing by us.
3. The conditions stated hereinafter shall apply in general to all our contractual partners, i.e. all individuals or legal entities of associations
of persons having legal capacity according to private law as well as legal entities of public law or public law special funds,
regardless whether they are merchants as defined by HGB of entrepreneurs or consumers as defined by BGB. Deviating special
provisions, in particular for consumers, shall be set out specifically.
4. All limitations and/or exclusions of liability and/or disclaimers set out in the following provisions do NOT apply to possible claims for
damages due to culpable injury to life, body or health. Furthermore, the provisions do NOT apply to claims in accordance with the
Product Liability Act (Produkthaftungsgesetz).

B. Conclusion of contract

Our offers remain subject to being sold. Conclusions of contract and other agreements, in particular oral collateral agreements and
guarantees of employees or representatives, may be binding only with our written confirmation.

C. Prices

1. Our prices for deliveries are ex works, except as otherwise specified in our confirmation of order. Packing, freight, postage, insurance
and delivery fees shall be charged separately.
2. Prices for repairing, installation and other services are in principle chargeable with respect to the respective expense. However,
manhours are chargeable with respect to the respective catalogue for working value in the event our respective price catalogue
does not contain appropriate quotations. Respective decisive catalogue prices may be charged for employed parts.
3. Price quotations in brochures and catalogues are only binding, provided such brochures and catalogues are still valid in the event
of placing a purchase order and our confirmation of order does not state any deviations.
4. Our respective stipulated gross prices shall be applicable for consumers. Statutory sales tax for price quotations are not included
in business tradings with entrepreneurs or merchants. The statutory amount of such sales tax may be set out separately in the
respective invoice.

D. Conditions for payment

1. Except as otherwise specified in our confirmation of order, our invoices shall be paid until the 5th of the following month, in which
the invoice has been issued, without any deduction. Invoices for repairing and installations for earmarked vehicles as well as
invoices for deliveries of vehicles shall be paid before or with collection of such vehicles. Payments by cheque shall be done by
LZB-cheque.
2. In the event, the payment term pursuant to figure 1 sentence 1 is exceeded, the contractual partner will be in default. In this case
we are entitled to charge default interest to consumers amounting to five percentage points p.a. above the base rate pursuant to §
247 BGB and other customers in the amount of nine percentage point p.a. above the base rate pursuant to § 247 BGB. The
assertion of further damages caused by default remains reserved. Sec. 353 HGB remains unaffected.
3. In case of part deliveries or part performances, CRD is entitled to refuse the performance of services still to be rendered under the
contract in the event of a delayed payment of the contractual partner until the outstanding balances are settled. Further, CRD is
entitled to demand cash on deliveries divergent to the provisions set forth in figure 1 regarding remaining services still to be
provided.
4. The non-observance of conditions for payment, occurrence of default or other circumstances minimizing the credit-worthiness of
the contractual partner are entitling CRD to accelerate immediate maturity of claims arising from current business relations.
5. The customer shall be entitled to offset if its counterclaims are based on the same contractual relationship. Moreover, the customer
shall only be entitled to offset to the extent its counterclaims are acknowledged, undisputed or assessed in a legally binding
judgment. The customer shall only be entitled to exercise a right of retention if its counterclaim is based on the same contractual
relationship.

E. Term and dates of delivery

1. Terms and dates of delivery are only approximately information, provided that such terms and dates have been designated in
writing and explicitly as binding. The term of delivery for purchase order commences the day of confirmation of order by us.
However, the commencement shall not be effected before clarification of all technical and commercial details as well as
presentation of permissions, if necessary. Any modifications regarding the delivery of the contractual object requested by the
contractual partner within the term of delivery shall interrupt and extend the term of delivery accordingly. Term of delivery in
connection with the execution of installation, repairing and commissioning contract shall not commence before confirmation of
order and placing at the contractual partner’s disposal respectively availability of the vehicle to be executed with such works. As for
the rest, the provisions as stipulated in sentences 2 and 3 apply correspondingly.
2. In case of force majeure, such as delayed deliveries by the subcontractor, strike, lock-out, shortage of material, official actions as
well as other acts of God, the respective term of delivery respectively term of performance shall be extended with the period
between the commencement and the cessation of such event.
3. In case of non-availability respectively non-performance of services caused by essential aggravation or impossibility, CRD is
entitled to rescind the contract without being committed to claims for damages, if CRD has notified the respective contractual
partner immediately about the non-availability of the contractual services and has undertaken simultaneously to compensate
counterservices already collected. The contractual partner is authorized to demand a declaration whether we intend to rescind the
contract or to deliver within a reasonable time limit after being notified about such occurrence. If we fail to provide such declaration,
the contractual partner may rescind the contract. The contractual partner is not entitled to reject part deliveries or part
performances, unless a legitimate interest for such rejection is given. Statutory claims of the contractual partner to be enforced in
lieu of claims for damages or to be asserted simultaneously with a claim of damages remain unaffected.
4. If CRD is in default with contractual services, the contractual partner is obliged to grant in writing a reasonable period of grace for
performance. In case the contractual object is not or not completely delivered within such period of grace respectively the services
are not or not completely rendered, the contractual partner has the right to rescind the contract after expiration of such period with
respect to deliveries and services, which have not been delivered until expiration of such period of grace. Insofar, in delivery
tradings the dispatch of the goods is equivalent to the delivery. If the contractual partner suffers damages caused by a delayed
delivery CRD is liable for, CRD shall compensate the resulting and provable injury. However, such compensation is limited to 5 %
of the net price of the delayed or omitted delivery or performance, unless CRD is liable for damages caused by intentionally or gross
negligence. If the respective contractual partner not being a consumer asserts claims for damages in lieu of performance, such
claims are excluded, unless CRD is liable for damages caused by intentionally or gross negligence.
5. CRD shall be released from any observance of terms of delivery, if the contractual partner is in delay of payment of former orders
or of part deliveries of an order, or fails to fulfil other contractual obligations.
6. In case of dispatch, the day of dispatching the goods shall be considered as the date of delivery. In other cases, the day, on which
the contractual partner receives notice about the readiness for dispatch, delivery or handing over of goods, shall be decisive.

F. Dispatch/risk in the goods

1. The goods may be dispatched to the contractual partner or any named third person at the expense of the contractual partner.
2. In case of dispatching the goods, the risk in the goods passes to the contractual partner as soon as the goods have left the works
of CRD. In the event the goods shall be dispatched from a subsupplier directly to the contractual partner at the instigation of CRD,
the same applies correspondingly. These provisions are applicable for part deliveries or in case CRD undertakes services of a
different kind as well. They do not apply for consumers.
3. In the event of delay of the dispatch due to circumstances which the contractual partner is liable for, the risk in the goods passes to
the contractual partner upon the day of notice about the readiness for dispatch.
4. CRD is entitled to insure the goods against transportation risk at the expense of the contractual partner. CRD is only obliged to
insure the goods on the basis of a written agreement of the parties.
5. Goods not being dispatched or other services may be received respectively collected from the contractual partner at the works of
CRD within seven days, at the latest, of being notified that the goods are ready for delivery respectively collection. In the event the
contractual partner fails to collect the goods, CRD is entitled to make use of its statutory rights.
6. If CRD claims damages, such compensation shall be amounting to 15 % of the purchase price of contracts regarding new and
second hand cars and 20 % of the purchase price of contracts regarding spare parts or other services. The compensation shall be
calculated higher or lower, if CRD is able to furnish proofs of a higher damage or the contractual partner is able to furnish proofs of
a lower damage.

G. Warranties

1. The contractual partner is obliged to inspect delivered goods immediately upon receipt and to give written notice of a defect immediately
at the place of destination or, at the latest, within 8 business days upon receipt. Latent defects shall be noticed immediately
upon ascertainment. In the event the contractual partner fails to observe the time limit for notification of a defect, every possible
claim regarding defects not being noticed or being noticed out of time are excluded, if the contractual partner is a merchant or a
legal entity of public law.
2. In case of faulty deliveries or services, CRD shall have the opportunity to inspect at its option the noticed defects on the spot or at
its places of business. The inspection shall take place immediately, if the contractual partner explains his interest in immediate
settlement. Goods or services being found faulty shall not be modified without consent of CRD. Otherwise, the contractual partner
may lose his claims based on warranty. Divergent from the aforegoing provisions, remediation works of deficiencies can be executed
by another professional work shop at the expense of CRD, if the following conditions are fulfilled:
i. If the vehicle is out of service due to a defect and has been removed more than 50 km from the plant of CRD and CRD has given
consent prior to the placing of an order to the third work shop.
ii. If an urgent case of necessity is given and CRD is not able to take remedial actions immediately. The obligation of the contractual
partner to inform CRD about the defect stating the address of the commissioned plant remains unaffected.
iii. In the event defects have been remedied by another professional workshop, the commissioning order shall set forth that the
execution of the remediation works is considered as such of CRD. It is imperative to make an entry that the dismantled parts
shall be holding at CRDS’ disposal during a reasonable time limit. CRD undertakes to reimburse the provable arising costs of the
contractual partner. However, the contractual partner is obliged to keep the costs of remediation works as low as possible.
3. In case of provable material or implementation defects, CRD is entitled to remedy the defects free of charge or to replace free of
charge or to credit the invoice value against return of the defective goods or to grant the contractual partner reduction of the
purchase price by observing reasonably the contractual partner’s interest. Deviating imperative provisions of law for the benefit of
the consumers remain unaffected.
4. If CRD fails to fulfil one of its refined obligations to perform subsequently (replacement/delivery of a substitute or rectification of
defects) or does not meet such obligation according to contract or if the subsequent performance goes wrong, the contractual
partner is entitled to the right of reduction of the purchase price or the right of rescission of the contract within the scope of the
provisions of law. Deviating imperative provisions of law for the benefit of consumers remain unaffected.
5. In the event that defects occur on vehicles which are made available to us for the purpose of executing structural alteration and/or
actions for increasing efficiency and/or installation of special components like engines for increasing efficiency and/or special
running gear and/or of executing maintenance respectively repairing works, our warranty obligation is in principle limited to such
installed parts respectively rendered services. Divergent to the provisions as set forth above in figure 3, CRD is obliged to remedy
provable material or implementation defects. This obligation to remedy defects includes vehicle parts not being provided by CRD,
if such parts have been directly injured or damaged due to the respective material or implementation defect.
6. Other or further claims of the contractual partner, in particular claims for compensation of handling costs, costs relating to
installation and dismantling as well as damages not relating to the delivery object (consequential damages), are excluded, provided
that they are permitted by statute. Deviating imperative provisions of law for the benefit of consumers remain unaffected.
7. In case line sample has been sent in to the contractual partner, CRD is only liable for the circumstance that the delivery will be
executed in accordance with the inspected line sample in the light of any adjustments (stipulation of quality by line sample).
8. Warranty claims as settled in this section are pertaining exclusively to defects of deliveries and services of CRD, including any
defects on new vehicles with increasing efficiency, which have been existing on the date the risk in the goods passes to the
respective contractual partner, or defects resulting from material and/or implementation defects, which have been existing on the
date the risk in the goods passes to the contractual partner. The resulting warranty claims of the contractual partner are subject to
a limitation period of 12 months counting from the date of passing the risk in the goods. In case of second hand purchase objects,
any liability for defects as to quality are excluded, unless the existence of such defects has been concealed fraudulently. In case of
contracts with consumers, the limitation period for delivery of new cars and for execution of services runs to 24 months and
limitation period for delivery of used goods runs to 12 months counting from the date of passing the risk in the goods to the
contractual partner.
9. Any information relating to an increase in output and/or to Performance Kits are to be understood as average figures. Due to
testing, deviations of +/- 5 % may occur. Information relating to the overall output of factory motors which have been modified by an
increase in output and/or by Performance Kits are based on the information provided by the manufacturer in the official vehicle
registration which in return may deviate +/- 5 %. CRD will not be responsible for an output of factory motors which is below the
aforementioned figures.
10. CRD-products are TÜV certified according to EU-regulations. CRD does not take responsibility for the performance of any other
national homologation regulations outside Germany.

H. Claims under guarantee

1. Claims of a contractual partner based on violation of a guarantee only come into question, if CRD has furnished expressly a
guarantee of quality or tenability to the contractual partner and has designated the respective guarantee as such. The written
confirmation can be replaced through handing over of written guarantee conditions formulated in advance.
2. Aside from respective concrete promises of guarantee and/or guarantee conditions, the contractual partner is only authorized to
claim damages relating to the violation of a guarantee, if the contractual partner has been insured through a guarantee against
damages of the arising kind.

I. General Information concerning Limitations of Liability and Liability for other Damage

1. The liability of CRD is based solely on these general terms and conditions. All claims not expressly granted in these conditions, in
particular claims to damages due to impossibility, default, breach of ancillary contractual obligations (including consultancy and
provision of information), culpa in contrahendo, tort – also as far as claims are related to claims for defects of the other party – shall
be excluded. This – also with regard to the provisions concerning the limitations of liability as in Para. E and G – does NOT apply in
case the claims are based on an intentional or gross negligent act/willful default by CRD, a legal representative or a vicarious agent
or if CRD, its legal representatives or vicarious agents have violated material obligations or other contractual obligations in any
other way. The provisions set out in Para. A Clause 4 and deviating mandatory legal provisions in favour of consumers shall remain
unaffected.
2. Subject to the provisions set out in Para. A Clause 4 and, if applicable, a continued liability of CRD, a personal liability of the legal
representatives or vicarious agents of CRD, for damages caused by slight negligence, is excluded. Deviating mandatory legal
provisions in favour of consumers shall remain unaffected.
3. Claims against CRD which are not provided for in Para. G “Warranties”, shall lapse within the regular period of limitation

J. Extended right of lien

1. CRD is entitled to a contractual right of lien on the object being in its possession due to the order because of its contract claims.
2. The contractual right of lien can be asserted based on claims for prior executed works, deliveries of spare parts and other services
as well, provided that such claims are related to the contractual object. The right of lien applies to other claims relating to this
business connection, only if such claims are uncontested or have become res judicata and the contractual object is owned by the
contractual partner.

K. Retention of title

1. CRD reserves the ownership of its supplied goods until full settlement of all claims against the contractual party arising from an
ongoing business relationship. In case the contractual party is a consumer, CRD retains the title of the supplied goods until
fulfilment of all and any contractual obligations by the consumer arising from the respective contract. This also applies if a
contractual party, who is not a consumer, has fulfilled its contractual obligations regarding designated supplies within the scope of
a current business relationship. This equally applies to partial services rendered by CRD arising from a contractual relationship
with consumers who have already made corresponding payments. A processing and manufacturing may be done by CRD.
However, CRD is not committed to such works and its title may not become extinct hereby. In the event the contractual partner
consolidate the reserved goods with other goods, CRD shall obtain joint ownership on the new object with regard to the invoice
value of all consolidated goods. Insofar, the new object shall be considered as a reserved goods in the sense of these conditions.
2. The contractual partner is entitled to sell the reserved goods in the proper course of business. Any other disposals are prohibited.
3. All claims arising out of the use of the reserved goods shall be resigned to CRD in advance. If the reserved goods are sold with
other objects not being owned by CRD or are used as material for the execution of contracts for work and services, the assignment
of the reserved goods only covers such portion of revenue, which is equivalent to the portion of the joint ownership of CRD with
regard to the reserved goods.
4. The contractual partner is only entitled to collect the resigned claims in the proper course of business.
5. Any intervention on the reserved goods or the resigned claims by any third person may be notified to CRD by the contractual
partner. The costs for such intervention shall be borne by the contractual partner.
6. The authorization of the contractual party concerning the disposal of the delivered goods and collection of the assigned claims
expires upon failure to comply with the terms of payment as well as bill and cheque protests. In these cases, CRD is entitled – in
accordance with the legal provisions – to terminate the contract and to repossess the delivered goods; all and any expenses in this
regard are to be borne by the contractual party. At the request of CRD, the contractual party is also obliged to supply CRD with all
information and documents in order to assert the assigned claims.
7. In the event the value of securities of a debt being available to CRD exceed more than 10 % of its claims, CRD undertakes to release
at its option the exceeded securities upon request of the contractual partner.

L. Termination of contract for good cause

CRD has the right to withdraw from or terminate the contract in case of good cause which makes the continuation of the contract
unacceptable, taking into account the interest of the other party. An important reason shall be in particular, if a substantial change of the
financial situation of the other party or the value of security occurs or may occur.

M. Scrap parts

Parts being removed from vehicles (original or scrap parts) shall be taken over by the contractual partner within a time limit of 4 weeks.
After this period of time, CRD does not take responsibility for the storage. A replacement is excluded. This provision does not apply for
parts, which have been set off or passed into the ownership of CRD in other way.

N. Place of performance, place of jurisdiction, governing law

1. Alternative Dispute Resolution – Consumer information according to regulation EU Nr. 524/2013 -The EU-Commission has created
an internet platform for online-resolutions of disputes (so-called “OS-platform”). The OS-platform serves as a contact point for
out-of- court dispute resolutions concerning contractual obligations, which result from online purchase contracts. You can find the
OS-platform at the following link: https://ec.europa.eu/consumers/odr
CRD CAR RESEARCH & DEVELOPMENT GMBH & CO. KOMMANDITGESELLSCHAFT is willing to participate in a dispute
resolution process with the consumer resolution place named in the following:

Allgemeine Verbraucherschlichtungsstelle des Zentraums für Schlichtung e.V.
Straßburger Str. 8, 77694 Kehl, Tel.: +49 7851 79579 40, Fax: +49 7851 79579 41, www.verbraucher-schlichter.de, Email: Mail@
verbraucher-schlichter.de

The aforementioned consumer resolution place is a “general consumer resolution place” according to § 4 par. 2 of the consumer
dispute resolution law (VSBG). We provide this information to fulfill legal obligations resulting from § 36 VSBG.
2. The place of performance for all deliveries and services of CRD shall be the head office of CRD.
3. The place of jurisdiction shall be depending on the head office of CRD. However, CRD shall be entitled to sue a claim against the
contractual partner at its head office or at another statutory permitted place of jurisdiction. The same applies to liabilities on a bill or
on a cheque.
4. The governing law for deliveries and services of CRD shall be the laws of the Federal Republic of Germany, which is applicable
between German domestic parties. The application of the United Nations Convention on Contracts for the International Sales of
Goods shall be excluded.
5. The aforegoing figures 1-3 shall only be applicable, if the respective contractual partner is a merchant, a legal entity of public law
or public law special funds.

O. Personal data

CRD is entitled to retain and process personal data of its contractual partners by means of electronic data processing subject and
adhering to the regulations of the EU-DSGVO for the purpose of administering each individual business relationship.

P. Ineffectiveness

The ineffectiveness of single conditions does not affect neither the validity of the contract nor the validity of the remaining conditions.


CRD CAR RESEARCH & DEVELOPMENT
GMBH & CO. KOMMANDITGESELLSCHAFT
Brabus-Allee · D-46240 Bottrop/Germany

Registered with Amtsgericht Gelsenkirchen, HRA 2495
General Partner: Startech Cars GmbH, Amtsgericht Gelsenkirchen
HRB 5124

CEO:
Constantin Buschmann


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