General Terms and Conditions of Sale and Delivery of brand new vehicles of B-ON

Vers. 1.1_ENG (Status: 12/13/2023)

1. Scope of application

   1. Sales and deliveries of B-ON take place exclusively in accordance with the following General Terms & Conditions of Sale and Delivery for the sale of brand new motor vehicles (“Delivery Conditions”). The Delivery Conditions also apply to all future sales and deliveries by B-ON to the Purchaser. The applicability of any different or additional terms and conditions of the Purchaser is excluded, even if B-ON does not explicitly reject them.
   2. Any individual agreements made with the Purchaser in specific cases (including ancillary agreements, additions and amendments) will prevail over these Delivery Conditions in all cases.
   3. These Delivery Conditions shall only apply if the Purchaser is a legal entity under public law, a special fund under public law or an entrepreneur acting in the exercise of his commercial or independent professional activity at the time of conclusion of the purchase contract.

2. Conclusion of the contract

   1. Any offers made by B-ON are non-binding, unless otherwise specifically provided. The Purchaser is bound by its order at B-ON for a period of ten days from receipt (section 130 (1) sentence 2 German Commercial Code (Bürgerliches Gesetzbuch – BGB) remains unaffected). The sales contract comes into effect when the Purchaser receives the acceptance of the order for the specified item to be delivered from B-ON in text form within the specified time limits. However, B-ON agrees to notify the Purchaser without delay if B-ON does not accept the order.
   2. Verbal agreements or promises by B-ON employees require written confirmation by authorized B-ON personnel to be effective.
   3. B-ON reserves all rights to sale documents (in particular but not exclusively illustrations, drawings and weights and dimensions).

3. Prices; Payment terms

   1. If the parties have not agreed on a certain price, the price is determined according to the price list of B-ON valid at the time of the conclusion of the.
   2. If the agreed delivery date is more than four months after the contract is concluded and if unforeseeable increases in costs have occurred at B-ON in relation to the item to be delivered for which B-ON is not responsible, then B-ON is entitled, in its reasonable judgement, to pass on the higher costs by increasing the agreed price on a pro rata basis. This applies in particular to disproportionate changes in raw material costs, the purchase prices of supplier parts, the prices for energy, as well as the storage costs. Should the actual final price change by more than 9.9% as a result, both parties shall have a special right to terminate the contract.
   3. All B-ON’s prices are quoted ex works Aachen excluding the applicable statutory value added tax and any packaging and shipping costs (to be invoiced separately).
   4. B-ON is entitled to issue partial invoices for partial orders under the terms of clause 4.3.
   5. The purchase price is due for payment without any deductions within 14 days of receipt of the vehicle(s) and receipt of the invoice; if this time limit has expired without payment, the Purchaser is in default. Payments by the Purchaser are only deemed to have been made when B-ON is able to dispose of the amount.
   6. The Purchaser shall only be entitled to setoff if his counterclaim has been acknowledged, is undisputed, ready for decision or has been established as final and absolute. The Purchaser shall only be entitled to assert a right of retention insofar as his counterclaim is based on the same contract and is recognised, undisputed, ready for decision or legally enforceable
   7. If B-ON identifies a risk that the Purchaser is unable to pay after the contract is entered into, B-ON is entitled to only carry out outstanding deliveries against payment in advance or provision of security. If the payments in advance or security have not been provided upon the expiry of a reasonable grace period, B-ON may rescind the individual contracts concerned or all contracts concerned in whole or in part. This is without prejudice to B-ON’s right to assert further rights.

4. Delivery periods and dates; partial deliveries

   1. Delivery dates and delivery periods, which can be agreed with binding or non-binding effect, should be specified in text form. Delivery periods begin at the time of conclusion of the contract. If additional or supplementary orders are placed at a later date, the delivery periods and delivery dates will be extended or postponed, as appropriate.
   2. The Purchaser can call on B-ON to deliver six weeks after a non-binding delivery data or non-binding delivery period has been exceeded. This period is shortened to ten calendar days for vehicles which are available at B-ON. B-ON is in default from the time of receipt of the request. If the Purchaser is entitled to compensation for damage caused by delay, this is limited to a maximum of 5% of the agreed purchase price in the event of ordinary negligence by B-ON.
   3. Events which are unforeseeable, unavoidable or lie outside the influence of B-ON and for which B-ON is not responsible, such as war, natural catastrophes and pandemics (“Force Majeure”), release B-ON from the duty to deliver or perform on time for their duration. Delivery and performance periods or dates will be extended or postponed accordingly. The Purchaser will be notified that the Force Majeure has occurred in an appropriate manner. If the end of the Force Majeure is not foreseeable or if it lasts for longer than two months, each party is entitled to rescind the contract. Other rights of the parties to withdraw from the contract remain unaffected by this provision.
   4. B-ON may carry out partial deliveries for justified reasons and to the extent reasonable for the Purchaser, in particular but not exclusively in the form of single vehicles from an order of several vehicles to be delivered.

5. Transfer of risk; acceptance

   1. The risk of accidental loss or accidental deterioration of the item to be delivered and the risk of delays are transferred at the time of surrender of the item to the forwarding company, freight carrier or other person or establishment appointed to carry out the delivery from the time the items delivered are handed over. If the Purchaser defaults in acceptance of the delivery, this will be deemed equivalent to a handover.
   2. The Purchaser is required to accept the item to be delivered within two weeks of receipt of the notification that the item is ready for dispatch.
   3. If the Purchaser defaults in accepting the delivery or otherwise breaches duties to cooperate, B-ON is entitled to appropriately store the item to be delivered at the Purchaser’s risk and costs. In the event of default in acceptance, B-ON is entitled to charge a fixed fee for the storage and preservation of the item equivalent to 0.25% of the net price of the item concerned per calendar day, but no more than 5% of the net price of the item to be delivered in total. If the Purchaser definitively does not accept the delivery, BON is entitled to charge fixed damages equivalent to 10% of the net price of the item concerned. B-ON remains entitled to prove the occurrence of higher losses and the Purchaser remains entitled to prove the occurrence of lower losses in relation to all these fixed damage amounts. B-ON’s other rights remain unaffected.
   4. The delivered goods remain the property of B-ON until full payment of the purchase price. If the Purchaser is in default, B-ON is entitled to withdraw from the contract and take back the goods.
   5. B-ON has right to hold Part II of the registration certificate (vehicle registration document (Fahrzeugbrief)) for the duration of the reservation of ownership.
   6. The Purchaser agrees to handle the Reserved Items carefully for the duration of the retention of title.
   7. If the realisable value of the security exceeds the value of the total receivables of B-ON to be secured by more than 10%, then the Purchaser is entitled to request BON’s release of this.

6. Retention of title

   1. The delivered goods remain the property of B-ON until full payment of the purchase price. If the Purchaser is in default, B-ON is entitled to withdraw from the contract and take back the goods.
   2. B-ON has right to hold Part II of the registration certificate (vehicle registration document (Fahrzeugbrief)) for the duration of the reservation of ownership.
   3. The Purchaser agrees to handle the Reserved Items carefully for the duration of the retention of title.
   4. If the realisable value of the security exceeds the value of the total receivables of B-ON to be secured by more than 10%, then the Purchaser is entitled to request BON’s release of this.

7. Quality; Purchaser’s rights in case of defects; duty to examine

   1. Quality is measured based on the statutory provisions (section 434 German Civil Code (Bürgerliches Gesetzbuch – BGB)). However, the right is reserved to make minor deviations in structure and colour compared to the agreed quality, and these are not deemed to be defects if they are due to the nature of the materials used and are customary in the industry.
   2. Details in catalogues, price lists and other information material provided to the Purchaser by B-ON and details describing products are in no event to be construed as guarantees for the quality of the item delivered; such guarantees must be expressly agreed in writing and must be described as guarantees.
   3. Notwithstanding any rights on account of defects in the item delivered, the Purchaser agrees to also accept any items with immaterial defects under the terms of section 323 (5) sentence 2 German Civil Code.
   4. Where the purchase is a commercial transaction for the Purchaser as well, the Purchaser is required under section 377 German Commercial Code (Handelsgesetzbuch – HGB) to check the item delivered without delay after it is delivered and to report any defects (and transport damage) to B-ON in writing without delay, but no later than ten days after delivery; any hidden defects must be reported to B-ON in writing without delay after they are discovered.
   5. Each time defects are reported, B-ON has the right to examine and test the item about which the complaint was made. Purchaser will provide B-ON with the necessary time and opportunity for this purpose.
   6. B-ON will, at its option, either remedy the defect at no charge to the Purchaser or alternatively deliver an item that is free from defects at no charge (together “Subsequent Performance”). The Purchaser can assert claims for supplementary performance with B-ON or with other companies recognised by B-ON for this purpose. The Purchaser will grant B-ON (or the recognised companies) the reasonable time and opportunity necessary for the Subsequent Performance. Replaced parts are to be assigned to B-ON by the Purchaser. The Purchaser hereby transfers ownership of the replaced parts to B-ON; B-ON accepts this transfer of ownership hereby.
   7. For the components installed to remedy the defect, the Purchaser may assert claims for defects based on the purchase contract up to the expiry of the limitation period for the object of purchase in accordance with clause 7.10.
   8. The Purchaser’s rights do not exist insofar as possible defects are based on normal wear and tear or on circumstances for which the Purchaser is responsible.
   9. If the Subsequent Performance fails, if it is unreasonable for the Purchaser or if B-ON has refused the Subsequent Performance according to section 439 (4) German Civil Code (Bürgerliches Gesetzbuch – BGB), the Purchaser can withdraw from the contract or reduce the purchase price and/or claim damages according to clause 8 or claim the reimbursement of his futile expenses.
   10. The limitation period for the Purchaser’s rights due to defects shall be twelve months beginning with the handover of the delivery item to the Purchaser pursuant to clause 5.1; however, this limitation period shall not apply:
       1. for the Purchaser’s rights in case of fraudulently concealed defects section 444 German Civil Code (Bürgerliches Gesetzbuch – BGB);
       2. for claims for damages of the Purchaser due to an intentional or grossly negligent breach of obligation;
       3. for claims for damages due to negligent breach of such obligations, which are essential for the proper performance of the contract and on the observance of which the contractual partner may regularly rely on (“material contractual obligations”);
       4. for claims for damages of the Purchaser due to a culpable injury to life, body or health;
       5. if and insofar as B-ON has provided a guarantee;
       6. for claims according to the product liability law (Produkthaftungsgesetz).

8. Limitation of Liability; Damages

   1. B-ON’s obligation to pay damages is limited as follows:
      1. B-ON’s liability for the breach of such obligations based on simple negligence (einfache Fahrlässigkeit), whose fulfilment makes the proper execution of the contract possible in the first place and on whose fulfilment the contractual partner may regularly rely on (“material contractual obligations”), is limited in amount tothe damage typically foreseeable at the time of conclusion of the contract. B-ON is not liable for obligations other than those mentioned in sentence 1 (“nonmaterial contractual obligations”).
      2. Irrespective of the limitation of liability according to (a), B-ON is liable in any case without limitation
         1. If and insofar as B-ON has provided a guarantee;
         2. In case of intentional or gross negligent caused damages;
         3. In case of culpable injury to life, body or health;
         4. according to the product liability law (Produkthaftungsgesetz).
   2. The Purchaser is obliged to take appropriate measures to prevent and limit any potential damages.

9. General Provisions

   1. The Purchaser may only assign the rights resulting from the contractual relationship between with B-ON to third parties with the written consent of B-ON. Section 354a German Civil Code (Bürgerliches Gesetzbuch – BGB) remains unaffected.
   2. Changes and amendments to the contract and/or these Delivery Conditions as well as ancillary agreements shall be made in text form. However, at least a simple digital signature such as AdobeSign, DocuSign or similar tools must be used. This shall also apply to any change of this requirement for text form.
   3. If a provision of the contract and/or these Delivery Conditions is invalid or void in whole or in parts, the validity of the remaining provisions shall remain unaffected thereby.
   4. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between theparties shall be Aachen, Germany. B-ON i s however entitled to take legal actions against the Purchaser at any other legal place of jurisdiction.
   5. These Delivery Conditions and the contractual relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding conflict of laws provisions and also excluding the United Nations on Contracts for the International Sale of Goods (CISG).

Status: 12/13/2023