Terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE OF INTER CARS DEUTSCHLAND GMBH

for contracts concluded with entrepreneurs

§ 1 APPLICATION

1. These General Terms and Conditions of Sale ("GTC") of Inter Cars Deutschland GmbH, Westhafenstraße 1, 13353 Berlin ("Inter Cars") apply to all contracts concluded by Inter Cars as a seller of products or services and a buyer ("Customer"), provided that the Customer concludes the contract for purposes that can be predominantly attributed to his commercial or self-employed professional activity ("Contracts"); i.e. these GTC do not apply to consumers.

2. Deviations from these GTC can only result from the agreements made by the parties, e.g. in the context of the conclusion of the contract via the online catalogue.

§ 2 DEFINITIONS

For the purposes of the GTC, the following terms shall have the following meanings:

a) "Establishment" – a point of sale for products or services operated by Inter Cars or an entity that provides services related to the distribution of products for and on behalf of Inter Cars. The list of branches is available at: www.intercars.de

b) "Online Catalogue" – any Inter Cars Internet platform through which a contract can be concluded; in this case, the GTC, if included in the conclusion of the contract via the Internet platform, shall constitute an integral part of the agreement;

c) "Parties" – a Customer and Inter Cars jointly; individually also a "Party";

d) "Products" – items within the meaning of Section 90 of the German Civil Code (BGB) sold by Inter Cars to Customers on the basis of a contract;

e) "Services" – services provided by Inter Cars to a Customer on the basis of a contract;

f) "Consumer" – any natural person who concludes a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his self-employed professional activity (cf. § 13 BGB).

§ 3 CUSTOMER NUMBER

1. The Customer Number is an identification number consisting of a unique sequence of numbers and letters assigned by Inter Cars to a Customer individually, which is associated with the Customer's identification data as well as his individual entitlements and discounts ("Customer Number").

2. The customer will automatically receive the customer number when concluding the first contract and will use it for the entire duration of the cooperation with Inter Cars.

3. The customer undertakes not to pass on the customer number to third parties. The customer is liable for any unauthorized use of the customer number.

§ 4 PAYMENTS AND DEFERRALS

1. On the basis of a separate agreement, Inter Cars may give the Customer the opportunity to benefit from extended payment terms ("Deferral Agreement").

2. If no deferral agreement is concluded, Inter Cars may make the provision of its service owed under a contract dependent on the simultaneous or earlier performance of the consideration owed by the customer (payment).

§ 5 GENERAL TERMS AND CONDITIONS FOR DELIVERY

1. The delivery of the products is carried out by Inter Cars in the form of the obligation to bring ("transport"). If there are branches and this is agreed, a customer can also pick up a product in person at a branch ("self-collection").

2. The delivery costs will be borne by the customer, unless otherwise agreed or it is a case of self-collection.

3. Any person present at the place agreed as a suitable place for the delivery of a product or the provision of services, and who indicates that he or she is acting on behalf of a customer, shall be deemed to be entitled to receive a product or receive services (Inter Cars will not verify the eligibility of such person).

4. The risk of loss and damage to the Product shall pass to the Client on: (i) in the case of transport – upon delivery of the Product to the destination (e.g. storage in the Client's night box) and (ii) in the case of self-collection – upon collection of the Product at the branch.

§ 6 TELEPHONE RESERVATIONS

Should Inter Cars offer customers the opportunity to reserve products or services by telephone, the following applies:

Unless the parties expressly agree otherwise, reservations (even if they are referred to as orders) do not create any obligations and do not constitute any legal agreements, in particular contracts, nor do they create any obligation to enter into or perform any contract.

§ 7 LIABILITY FOR DEFECTS AND COMPLAINTS

1. The rights of the customer in the event of defects of quality and title (including incorrect and short delivery as well as improper assembly/installation or inadequate instructions) shall be governed by the statutory provisions, unless otherwise specified below.

2. Unless expressly agreed otherwise in contracts, Inter Cars does not grant or assume any guarantees for products or services.

3. Inter Cars' liability for defects is excluded if a customer is aware of a defect at the time of conclusion of the contract or is not aware of it through gross negligence, unless Inter Cars has fraudulently concealed the defect (§§ 442, 444 BGB).

4. Furthermore, the customer's claims for defects require that he has complied with his statutory duties to inspect and complain (§§ 346, 377 HGB). Obligation to investigate. The Client is obliged

a) in the case of the purchase of Products – to immediately check the condition of the Packages and the Products for any recognizable defects, in relation to Packages – e.g. for discrepancies in the quantity of Packages, visible damage and/or manipulated packaging, the lack of suitable labels and/or the sound of glass breakage or other damage, in relation to Products – e.g. Art,  completeness or quantity of the product (incorrect composition of the order (e.g. absence and/or surplus of a product, wrong type of product (wrong item number), incomplete product) and for recognizable product defects (e.g. cracks, breaks and/or damage) and deviations from agreed characteristics,

b) in the case of the provision of services – to check the quality of the provision for defects during the provision of services.

Duty to give notice. The Client is also obliged to report any recognisable defects:

a) in the case of the purchase of Products – without undue delay, but no later than within 7 calendar days from the transfer of risk (cf. § 5 para. 4) (i) in the case of self-collection – at the branch or by sending a message to the branch (e.g. by sending an e-mail to the branch); and (ii) in the case of purchase via the Online Catalogue – using the relevant functionalities of the Online Catalogue;

b) in the case of the provision of services – to give immediate notice to the person providing the services, if possible immediately.

5. In the context of exercising the commercial inspection and notification obligations described in § 7 (4), the customer is obliged to complain about a recognizable defect with (photo and/or video) documentation confirming its existence.

6. If the customer fails to carry out the proper inspection and/or the notice of defects in accordance with § 7 para. 4, the liability of Inter Cars for the defect that is not reported or not reported in time or not properly reported is excluded in accordance with the statutory provisions. In the case of a product intended for installation, installation or installation, this shall also apply if the defect as a result of the breach of one of these obligations has only become apparent after the corresponding processing; in this case, in particular, the customer shall not be entitled to reimbursement of corresponding costs pursuant to Section 7 (12) (removal and installation costs).

7. In order to assert its claims for defects, the Customer shall:

a) in the case of the purchase of Products: – (i) return the Product in its original packaging and/or in any other packaging that ensures safe transport to the establishment from which the transport was carried out or where the collection was carried out; together with (ii) a correctly and completely completed complaint form (in accordance with the template,  available at de.e-cat.intercars.eu and in any branch);

Inter Cars does not accept packages marked cash on delivery;

b) in the case of the provision of Services – report a defect with a detailed description of the detected defect and evidence confirming its existence to the e-mail address provided during the provision of the Services and, if it does not exist, to the following address: [email protected]

8. If the customer is a user of an online catalogue, he is also obliged to follow the rules of the complaint procedure as specified in the online catalogue20.

9. Inter Cars shall review reports of defects pursuant to Section 7 (4) within 14 calendar days from the date on which the notice of defect and the documentation required to verify the defect are available and shall then inform the Customer of the further procedure. If it is necessary to ask the manufacturer and/or an expert for an opinion, the deadline for the inspection may be extended to up to 30 calendar days, of which Inter Cars will inform the customer.

10. If the notice of defect is accepted, Inter Cars will decide on the manner in which the supplementary performance is processed: Inter Cars can choose between remedying the defect (rectification) or delivering a defect-free product (replacement delivery). If the type of supplementary performance chosen by Inter Cars is unreasonable for the customer in an individual case, he may reject it. Inter Cars' right to refuse supplementary performance under the statutory conditions remains unaffected.

11. If a customer does not pick up a package containing a post-complaint product (i.e. the complained product that has been repaired or replaced, or in respect of which the notice of defect has not been acknowledged) ("post-complaint product") within 30 calendar days of notification of the possibility of collection in the case of self-collection or, in the case of transport, refuses to accept it, Inter Cars is entitled to refuse to accept the post-complaint product at the expense and risk of the customer. destroy (dispose of) or take ownership of the post-complaint product (free of charge) (the right of ownership of the product is transferred to Inter Cars free of charge as soon as the customer has been informed of the exercise of the right).

12. Subsequent performance does not include the removal, removal or removal of the defective product or the installation, attachment or installation of a defect-free product if Inter Cars was not originally obliged to perform this service. The costs of delivery, collection, assembly and disassembly (removal and installation costs) of the product in connection with the notice of defects remain unaffected; these are carried by Inter Cars. In the event of an unjustified notice of defects, Inter Cars may charge the customer for the costs incurred in connection with the examination of the notice of defects. An "unjustified" notice of defect exists if the customer knew or could have recognized that there was actually no defect. In this case, Inter Cars shall provide the customer with the invoice with a verifiable list of the costs of examining the notice of defects.

13. Inter Cars' liability for defects shall become time-barred within two years of the transfer of risk pursuant to Section 5 (4) and/or the provision of the Services. If a contract relates to used and/or refurbished products ("replacement parts"), Inter Cars' liability for defects shall become time-barred within one year of the transfer of risk in accordance with § 5 (4).

§ 8 IN ADDITION: VOLUNTARY GRANTING OF A RIGHT OF RETURN

In addition to and independently of the liability for defects in accordance with these GTC, Inter Cars grants Customers the following right of return:

1. Inter Cars grants the Customer the right to return the purchased Product within 30 calendar days from the date of conclusion of the contract for the purchase of the Product without giving any reason ("Return"), subject to the conditions set out below,  i.e. withdraw from the contract or partially withdraw from the contract (if the contract concerns the purchase of more than one product and/or more than one piece of a product of the same type), but only if

(i) the customer pays compensation to Inter Cars, if Inter Cars so requests in the individual case, in the amount of 10% of the gross price (excluding VAT) of the returned product indicated on the invoice,  in any case, however, at least EUR 20 for each returned product or piece of a product of the same type ("Restocking Fee") and

(ii) the following conditions are met.

2. A partial withdrawal from a contract is to be understood as a withdrawal from the contract in respect of one and/or more products, but not in respect of all products purchased under the contract. For the avoidance of doubt, it is not possible to return (or withdraw from it) a product that is an element of a specific whole, e.g. a set, a combination.

3. The customer is only entitled to return products that are unused, undamaged, show no signs of wear and/or use and are complete, with complete equipment, if attached, in their original packaging. The return of a product is excluded in any case if the condition of the product (or the condition of its packaging) makes it impossible to sell the product as a new product.

4. A product can be returned at any branch. In special cases, the product may also be returned to other locations as agreed with Inter Cars, in particular to the driver who makes deliveries for Inter Cars.

5. In the event of an effective return, Inter Cars will refund to the Customer the amount paid by the Customer on the price of the Products that are the subject of the return and, if applicable, at the same time charge the equivalent of the restocking fee. Unless otherwise provided in the Agreement, the payment made by the Customer will be returned to the bank account specified by the Customer in documented form (if not cleared).

6. If a customer has purchased a product under the conditions under which the product is delivered before the payment of the price, and the customer has not paid the price until it is returned, the equivalent of the compensation will be paid by the customer on the basis of an invoice issued by Inter Cars to the bank account specified therein and within the period specified therein.

7. The right to return a product is exercised by returning the product to Inter Cars in accordance with § 8 paragraph 4, together with a correctly and completely completed claim form in accordance with the template available in each branch, in the online catalogue and at de.e-cat.intercars.eu.

8. Inter Cars shall not be liable for the non-refund of amounts and/or their late repayment if this is due to the Customer providing false personal data (name, surname, company name, address) and/or an incorrect bank account number and/or other data necessary for payment.

9. The following items cannot be returned:

a) Products that cannot be returned to factory new condition after unpacking due to the nature of the packaging (e.g. blisters);

b) electrical and/or electronic parts and/or products containing electrical and/or electronic systems, as well as products that are part of such systems;

c) Products adapted to the individual needs of the customer;

d) Products imported at the customer's individual request;

e) Products that are not prefabricated, that have been manufactured to the Customer's specifications and/or that are intended to meet their individual needs;

f) Products that are perishable and/or short-lived;

g) Time-critical products, i.e. products for which a time lag from production leads to a loss and/or deterioration of technical parameters (e.g. tyres, batteries);

h) products supplied in sealed packaging that cannot be returned after opening the packaging for reasons of health and/or hygiene;

(i) products which, by their very nature, remain inextricably linked to other things after their delivery and/or delivery;

j) Sound and/or video recordings and/or computer software supplied in sealed packaging if the packaging was opened after delivery;

k) Products classified as equipment for car repair shops;

l) trade journals, periodicals and/or magazines;

m) all products that have been marked as non-returnable before or at the latest at the time of concluding a contract for their purchase.

10. Unless otherwise stipulated in the Contract and/or relevant advertising regulations, Products with the purchase of which the Customer acquires additional rights (e.g. the right to a price, a discount, etc.) cannot be returned.

11. If Inter Cars refuses to accept the return, the customer is obliged to collect the returned product. If the customer does not collect the returned product, the return of which has been refused by Inter Cars, within 30 calendar days from the notification of the possibility of collection, Inter Cars is entitled to destroy the said product or take ownership of it free of charge (as in the case of a post-return product pursuant to § 7 para. 11).

§ 9 LIABILITY

1. Claims by the customer for damages are excluded. Excluded from this are claims for damages due to injury to life, limb, health or from the violation of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by Inter Cars, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.

2. In the event of a breach of essential contractual obligations, Inter Cars shall only be liable for the foreseeable damage typical of the contract if it was caused by simple negligence, unless it concerns claims for damages by the customer resulting from injury to life, limb or health.

3. Inter Cars shall not be liable for any dissatisfaction with the choice of products/services (whether made in accordance with Inter Cars' recommendations and/or instructions, at the request of the Customer or on Inter Cars' own initiative; the Customer remains solely responsible for selecting the Products and Services and assessing their suitability for their own needs).

4. The restrictions of paragraphs 1, 2 and 3 shall also apply in favour of the legal representatives and vicarious agents of Inter Cars if claims are asserted directly against them.

5. The limitations of liability resulting from paragraphs 1, 2 and 3 shall not apply to the extent that Inter Cars has fraudulently concealed a defect or has assumed a guarantee for the quality of the product. The same applies if Inter Cars and the customer have reached an agreement on the quality of a product. The provisions of the Product Liability Act remain unaffected.

6. Claims for damages by Inter Cars due to possible consequential damage caused by defects are limited to an hourly rate of a maximum of EUR 40 per hour in the case of hourly wage work and, in terms of time, to the time specified by the DAT.

§ 10 DATA PROTECTION

Insofar as Inter Cars processes personal data of the customer or its employees within the framework of contracts, the data protection declaration of Inter Cars applies. The privacy policy is available at: www.intercars.de.

§ 11 ASSURANCES OF THE CUSTOMER

1. The Client warrants that the Client and its (direct and indirect) owners, beneficial owners and its agents, directors, managers and/or employees do not breach:

a) any sanctions  provisions;

b) are not entities listed on the sanctions lists (either by name and/or by assignment to a specific group),

c) do not have their registered office and/or principal place of business in a country subject to the sanctions provisions and have not been incorporated under the laws of a country subject to the sanctions;

d) are not a direct and/or indirect subsidiary of any of the companies listed in points (b) and/or (c);

e) are not the subject of a pending proceeding and/or investigation related to a breach of the sanctions provisions that apply to them.

2. If any of the circumstances specified in § 11 para. 1 occur, the Customer is obliged to inform Inter Cars immediately.

3. For the purposes of this presentation, the terms used herein shall be defined as follows:

a) "Sanctions Authorities" – The Kingdom of Norway, the Government of the United States, the United Nations Organization, the United Kingdom of Great Britain and Northern Ireland, the European Union and all its Member States, the Organisation for Economic Co-operation and Development (OECD) and the entities acting on their behalf.

b) "Sanctions Provisions" – Acts issued by the sanctioning authorities (including the provisions of the Office of Foreign Assets Control (OFAC)) imposing economic and/or financial sanctions on natural persons, legal entities, countries, entities and/or other entities.

c) 'sanctions lists' means lists of natural persons, legal persons, countries, entities and other entities published by the sanction authorities in connection with the sanctions provisions.

4. The Customer represents and warrants that the Products purchased from Inter Cars and/or any of its subsidiaries will not be sold, delivered, transferred and/or exported, directly and/or indirectly, to any person, entity and/or entity:

a) who are included in the sanctions lists (either by name and/or by assignment to a specific group),

b) which have their registered office and/or principal place of business in a country subject to the Sanctions Laws and which have been incorporated under the laws of a country subject to the Sanctions Provisions,

c) which are direct and/or indirect subsidiaries of the companies referred to in Section 11 (4) (a) and/or (b),

d) To be the subject of a pending proceeding and/or investigation in connection with a breach of a sanction provision.

5. The Customer represents and warrants that the Products will not be sold, directly or indirectly, to Russia, Belarus or Ukraine (Crimea, Sevastopol, Donetsk and Luhansk) and/or to Russian and/or Belarusian entities and/or used in the above-mentioned territories.

6. If one of the circumstances referred to in Article 11(1) occurs and/or any of the obligations set out in Article 11(2), (4) and/or (5) is breached by the Customer and/or Inter Cars has reasonable grounds to suspect that the conditions set out in (i) and/or (ii) are met, Inter Cars shall be entitled to:

a) cease the cooperation immediately; and/or

b) withdraw from the contracts that have not yet been fully performed (in any case, however, in respect of each contract by a date not later than the agreed date of full performance); and the Client has no claims related to the exercise of the aforementioned rights (even if it is later found that the reasonable suspicion was incorrect, provided that it was justified at the time the rights were exercised).

§ 12 FINAL PROVISIONS

1. The customer is not entitled to assign claims arising from the contracts to third parties without the written consent of Inter Cars (otherwise the assignment is void).

2. Products and messages that fall under certain categories – return, defect, discrepancy – cannot be combined for the purposes of packaging. A package containing a product must be packaged in such a way that it cannot be tampered with during transport (damage, unauthorized access). The maximum weight of a pallet must not exceed 400 kg.

3. Inter Cars is entitled to unilaterally amend and/or revoke the GTC with effect for the future. The amended GTC apply to contracts concluded after the announcement of the amendment to the GTC. Notification of an amendment and/or revocation of the GTC shall be made to the Client in writing and/or by e-mail and/or via the online catalogue and/or via the electronic means of communication used by the parties.

4. If Inter Cars undertakes to provide services, Inter Cars is entitled to engage a third party to provide these services without having to inform the customer.

5. Inter Cars shall be entitled to offset payments made by a Customer against any additional charges due, notwithstanding the Customer's declarations accompanying the payment, and to offset all mutual claims, including those not yet due, until their claims against the Customer have been fully satisfied.

6. These GTC shall replace all previous General Terms and Conditions of Sale of Inter Cars from the date on which the Customer is able to become aware of them and shall apply to contracts concluded after that date.

7. These GTC and Contracts are subject to German law and are to be interpreted and interpreted in accordance with German law. The application of the Vienna UN Convention on Contracts for the International Sale of Goods of 11 April 1980 and the New York Convention on the Limitation Period in the International Sale of Goods of 14 June 1974 shall be excluded.

8. No act and/or inaction by Inter Cars (unless expressly stated otherwise in the terms and conditions of the Online Catalogue) shall be understood as an implied and/or implied acceptance of an offer.

9. Any dispute that may arise from and/or in connection with these GTC and/or Contracts shall be decided exclusively by the ordinary courts with territorial jurisdiction over the registered office of Inter Cars.