Terms and Conditions of Sale and Delivery of Heuten Autoersatzteile GmbH

H1. All deliveries will be made exclusively on the basis of our Terms and Conditions of Sale and Delivery. They shall likewise apply to all future business contracted with purchasers, buyers and orderer's within the meaning of Section 24 of the Law relating to Standard Terms and conditions (AGBG). If buyer's and/or orderer's purchase conditions or other conditions of supply diverge from our conditions, they, and any alterations or additions and collateral agreements, shall apply only if they are expressly confirmed by us in writing.

2. Orders will exclusively be accepted on our Terms and Conditions of Sale and Delivery. Diverging agreements require confirmation in writing.

3. The dispatch of the goods will be effected at our free option and in all cases for the account and at the risk of the buyer, orderer or consignee so that any damage occurred during transportation will be at the charge of the aforesaid. We are entitled to partshipment.

4. Pricing will be made in Euro and does not comprise the costs of packing, postage, transportation and insurance. On principle, our catalogue prices indicated and/or the prices of our price lists will be applied. If they have meanwhile changed, we reserve ourselves the right of acceptance of order.

5. Shipment will be made cash on delivery. In the case of other payment agreements, payment shall be performed without discount deduction, within 10 days after the date of invoice. If the debtor is in delay of payment, he has to pay default interest of 3 % above the current discount rate of Deutsche Bundesbank, at least, however, 9 % per annum.

6. Complaints and objections of any kind shall be notified to us by purchasers within the meaning of Section 24 AGBG in writing immediately upon receipt of the goods but not later than 8 days thereafter. Otherwise, the statute period of limitation of 6 months shall apply for any warranty claim, defects and objections. In all cases we are liable only for performing subsequent improvement and/or, if necessary, replacement delivery provided that, previously, the buyer, orderer or consignee has placed the goods delivered immediately at our disposal. We do not assume any additional liability whatsoever, particularly for consequential damage and delays in delivery. Before the manufacturer has inspected the spare part complained of and under warranty, the seller is not obliged to provide cost-free advance delivery. The seller expressly denies any liability for wage or other costs incurred. Any liability for the consequences of modifications, alterations and repairs carried out by orderer, buyer or third parties is likewise excluded; simultaneously, any claim of warranty or guaranty will lapse in such cases. If several subsequent improvements have failed to be successful, the legal rights to warranty will become effective again. Claims for damages of any kind from liability in tort against us or any persons employed with our company for the purpose of performing their obligations shall be excluded if we cannot be blamed for intention or gross negligence. In all cases where liability with or without fault cannot be excluded but limited, the liability shall always be limited to the damage foreseeable at the time of the conclusion of contract. 7. The goods delivered shall remain our exclusive property until they are completely paid for and cheques, if any, are collected. In the case of resale, the resulting claims towards third parties shall be regarded, without asking, as being assigned to us up to the amount of our outstanding account.

8. With exchange parts, we reserve ourselves the right of contract until we have received the used part. Old units for exchange must be sent to us in advance and in proper and complete condition. Damage or dirt by used oil etc., if any, will be charged to the consignor.

9. No merchandise may be returned for any reason unless prior agreement with Heuten Autoersatzteile GmbH. In case the customer wants to return merchandise which has not been delivered wrong or defective by us, the customer will receive a voucher amounting to the value of the returned goods. This voucher can be credited for the next purchase. In case the customer prefers cash refund, 20% reduction of the goods net value will occur.

10. If individual stipulations or parts of them are, or become, ineffective, the remaining ones shall not be affected thereby.

11. The buyer, orderer, purchaser agrees on the data resulting from the business relation to be stored, within the meaning of the Data Protection Law, for our own business purposes.

12. It is agreed upon that the place of performance for delivery and payment as well the place of jurisdiction shall be Köln; regarding purchasers, orderer's, buyers within the meaning of Section 24 AGBG under the provision that we are entitled to take legal action at the place of residence or of a branch or any other legal place of jurisdiction of the buyer, orderer, purchaser. If a buyer's, orderer's, purchaser's general place of jurisdiction is in this country or if he changes, after the conclusion of contract, his domicile or lawful residence to a place outside the jurisdiction of the Federal Republic of Germany, our place of business shall be the place of jurisdiction. This shall apply also if the orderer's domicile or his lawful residence is unknown at the time of filing a lawsuit.

13. The Law of the Federal Republic of Germany shall rule. The provisions of the Uniform Commercial Code and the Uncitral sales law (United Nations Commission on International Trade Law) shall not apply in the relation between us and the buyer.