General Terms and Conditions for the Sale of Spare Parts of SCA Service GmbH & Co KG (SCA)

§ 1 General
(1) The sale and delivery of spare parts shall be made exclusively on the basis of the respective order confirmation, any special agreements and in addition to the following terms and conditions.
(2) Offers and quotations of SCA are subject to change without notice. A contract is concluded with the order confirmation by SCA in text form or with the performance of the service by SCA.
(3) These terms and conditions apply exclusively to consumers within the meaning of § 13 BGB.
(4) The buyer is obliged to provide SCA with correct and complete default data and to check the order confirmation for correct reproduction of the data provided.
(5) Information on the subject of delivery and performance (for example in catalogs, product information, electronic media or labels) is based on SCA's general experience and knowledge and is merely indicative or labeling. All information materials (e.g. catalogs and operating instructions) are always up to date and can be found on the Internet at www.sca-mobil.de.
(6) Information on the quality and possible applications of SCA's products do not include any guarantees, in particular not according to §§ 443, 444, 639 BGB (German Civil Code), unless they are expressly designated as such in writing.
(7) SCA reserves the right to make changes to technical data and designs in the interest of technical progress.
(8) SCA reserves title and copyright to samples, illustrations, drawings, calculations and similar information of a tangible and intangible nature - including in electronic form. This shall also apply to such documents and information which are designated as "confidential". Any disclosure to third parties requires the prior written consent of SCA.

§ 2 Prices and Terms of Payment
(1) Unless otherwise agreed in writing, the prices quoted by SCA are ex works or ex warehouse including value added tax. They do not include packaging, freight, postage and insurance.
(2) Payments are due at 100 % as advance payment when the order is placed. SCA may in individual cases, after due consideration, allow payment on delivery. Payments are to be made without any deduction free SCA's payment office.
(3) If SCA becomes aware of a material deterioration in the financial circumstances of the buyer after the order confirmation has been sent, SCA's claims shall become due immediately. In addition, SCA is entitled to perform outstanding deliveries and services, even in deviation from the order confirmation, only against advance payment as well as to withdraw from the contract after a reasonable grace period, unless the buyer provides security. The same shall apply in the event of non-compliance with the terms of payment, even if such non-compliance concerns other orders from the mutual business relationship.
(4) If the parties have not agreed on a specific price, the price shall be determined in accordance with SCA's price list valid at the time of conclusion of the contract.

§ 3 Delivery Time
(1) Delivery and performance shall take place within the calendar week confirmed in text form, but not before clarification of all details of execution. The buyer shall fulfill all obligations incumbent upon him, such as making a down payment, in a timely manner. If this is not the case, the delivery time shall be reasonably extended. This shall not apply if SCA is responsible for the delay.
(2) The delivery time shall be further extended by a reasonable period in the event of unforeseen hindrances beyond SCA's control, whether occurring at SCA or its suppliers, e.g. force majeure, labor disputes, import and export restrictions, official approval procedures and other delays in the completion of parts to be delivered for which SCA is not responsible, breakdowns, delays in the delivery of essential parts and raw materials, insofar as such hindrances can be shown to have a significant influence on the completion of the conversion work. Such
SCA shall not be responsible for such hindrances even if they occur during an already existing delay. SCA shall notify the buyer without delay of the beginning and end of such circumstances.
(3) If the end of the impediment is not foreseeable or if it lasts longer than three months, either party is entitled to withdraw from the contract.
(4) The buyer may withdraw from the contract within the scope of the statutory provisions due to delays in delivery only to the extent that SCA is responsible for such delays.

§ 4 Transfer of Risk
(1) The risk shall pass to the buyer when the goods are handed over to the forwarding agent or carrier, but at the latest when the goods leave the factory or the warehouse. Sentence 1 shall also apply if carriage paid delivery, delivery free works or similar has been agreed. Insofar as an acceptance has to take place, this shall be decisive for the transfer of risk. It must be carried out without delay on the date of acceptance, alternatively after SCA has notified the buyer that the goods are ready for acceptance. The buyer may not refuse acceptance in the event of a non-substantial defect.
(2) If acceptance is delayed or does not take place due to circumstances for which the buyer is responsible, the risk shall pass to the buyer from the date of readiness for acceptance.

§ 5 Retention of Title
(1) SCA retains title to the goods delivered until receipt of full payment of the purchase price.
(2) If the buyer is in default of payment, SCA is entitled, after issuing a reminder, to take the goods into stock. SCA may also repossess the goods without first withdrawing from the contract. In doing so, SCA will give sufficient consideration to the interests and protection of the buyer. SCA shall have the same right in the event that the buyer issues a statutory declaration in lieu of an oath, in the event that a detention order is issued for the issuance of a statutory declaration in lieu of an oath by the buyer or in the event that the buyer files for insolvency proceedings against his assets.
(3) In the event of seizure, attachment or other dispositions or interventions by third parties, the buyer shall notify SCA without delay.

§ 6 Claims for defects
(1) The buyer shall notify SCA in writing without delay of any defect discovered.
(2) If the goods are defective, the buyer shall be entitled to subsequent performance, which SCA may choose to provide either by remedying the defect or by supplying goods or services free of defects. The buyer shall assist SCA in remedying the defect and analyzing the defect, in particular by describing any problems that may arise in concrete terms and by providing SCA with comprehensive information. The buyer shall grant SCA the necessary time and opportunity to carry out the subsequent performance. Only in urgent cases to prevent disproportionate damage, in which case SCA must be notified immediately, the buyer has the right to remedy the defect himself or have it remedied by a third party and to claim reimbursement of the necessary expenses from SCA. Goods or parts which are the subject of a complaint shall be returned only at the request of SCA and, if necessary, in good packaging and accompanied by a packing slip stating the order number....
(3) SCA may, at its option, remedy the defect on site or at its premises.
(4) In the event that the defect is remedied, SCA shall be obligated to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, provided that these are not increased by the fact that the goods were transported to a place other than the place of performance, unless such transport is in accordance with the intended use. The burden of proof lies with the buyer. §254 BGB shall apply accordingly.
(5) In the event of failure of subsequent performance (§ 440 BGB), the Buyer shall be entitled to reduce the purchase price or to withdraw from the contract.
(6) Damage resulting from the following causes for which SCA is not responsible in the absence of a breach of duty shall not give rise to any warranty claims:
Unsuitable or improper use after the transfer of risk, in particular excessive stress, faulty assembly or commissioning by the buyer or third parties despite the existence of proper assembly instructions, natural wear and tear, faulty or negligent handling, unsuitable operating materials, improper use of the goods, improper use of the goods by the buyer or third parties
unsuitable operating materials, replacement materials, non-observance of the operating instructions, unsuitable operating conditions, in particular in the case of unfavorable chemical, physical, weather or natural influences or ambient temperatures that are too high or too low.
(7) The limitation period for claims for defects shall be 2 years from the statutory commencement of the limitation period.
(8) Further claims shall be determined exclusively in accordance with § 7 of these Terms and Conditions.

§ 7 Liability for claims for damages and reimbursement of expenses
(1) In the event of intentional or grossly negligent breaches of duty and in any case of culpable injury to life, body or health, SCA shall be liable without limitation for all damages attributable thereto, unless otherwise provided by law.
(2) In case of gross negligence of non-executive employees, SCA's liability for property damage and financial loss shall be limited to the foreseeable damage typical for the contract.
(3) In the event of slight negligence SCA shall only be liable for property damage and financial loss in the event of a breach of essential contractual obligations. Here, too, SCA's liability is limited to the foreseeable damage typical for the contract.
(4) Any further liability for damages than regulated in the above paragraphs is excluded, regardless of the legal nature of the asserted claim. This shall apply in particular to tort pursuant to §§ 823, 831 of the German Civil Code (BGB); any unlimited liability under the provisions of the German Product Liability Act shall remain unaffected.

§ 8 Right of withdrawal
SCA may withdraw from the contract in whole or in part by written notice if the buyer becomes insolvent, over-indebtedness of the buyer occurs or the buyer ceases to make payments. The right of withdrawal may be exercised by SCA only until such time as insolvency proceedings are instituted against the buyer's assets.

§ 9 Place of Performance, Consumer Dispute Settlement Act
(1) The place of performance shall be the registered office of SCA in Königsbronn, unless otherwise stated in the order confirmation.
(2) SCA does not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so (§ 36 VSBG).
Königsbronn, September 2020

General Terms and Conditions for Conversions of SCA Service GmbH & Co KG (SCA)

§ 1 General
(1) The performance of conversion work on vehicles shall be carried out exclusively on the basis of the respective order confirmation, any special agreements and, in addition, the following terms and conditions.
(2) Offers and cost estimates of SCA are subject to change. A contract is concluded with the order confirmation by SCA in text form or with the performance of the service by SCA.
(3) These terms and conditions apply exclusively to consumers within the meaning of § 13 BGB.
(4) The customer is obliged to provide SCA with correct and complete default data and to check the order confirmation for correct reproduction of the data provided.
(5) Information on the subject of delivery and performance (for example in catalogs, product information, electronic media or labels) is based on SCA's general experience and knowledge and is merely indicative or labeling. All information material (e.g. catalogs and operating instructions) is always up to date and can be found on the Internet at www.c-f-maier.de.
(6) Information on the quality and possible applications of SCA's products do not include any guarantees, in particular not according to §§ 443, 444, 639 BGB (German Civil Code), unless they are expressly designated as such in writing.
(7) SCA reserves the right to make changes to technical data and designs in the interest of technical progress.
(8) SCA reserves title and copyright to samples, illustrations, drawings, calculations and similar information of a tangible and intangible nature - including in electronic form. This shall also apply to such documents and information which are designated as "confidential". Any disclosure to third parties requires the prior written consent of SCA.
§ 2 Prices and Terms of Payment
(1) Unless otherwise agreed in writing, the prices quoted by SCA are ex works or ex warehouse, including the statutory value added tax. They do not include packaging, freight, postage and insurance.
(2) Unless otherwise agreed in writing, 33% of the payments are due as a down payment when the order is placed and the balance is due for payment upon collection. Payments are to be made in cash without any deduction free SCA's payment office.
(3) If SCA becomes aware of a significant deterioration in the financial situation of the customer after the order confirmation has been sent, SCA's claims shall become due immediately. In addition, SCA is entitled to perform outstanding deliveries and services, even in deviation from the order confirmation, only against advance payment as well as to withdraw from the contract after a reasonable grace period, unless the customer provides security. The same shall apply in the event of non-compliance with the terms of payment, even if such non-compliance concerns other orders from the mutual business relationship.
(4) If the parties have not agreed on a specific price, the price shall be determined in accordance with SCA's price list valid at the time of conclusion of the contract.

§ 3 Delivery Time
(1) Delivery and performance shall take place within the calendar week confirmed in text form, but not before clarification of all details of execution. The customer shall fulfill all obligations incumbent upon him, such as the payment of a deposit, in a timely manner. If this is not the case, the delivery time shall be reasonably extended. This shall not apply if SCA is responsible for the delay.
(2) The delivery time shall be further extended by a reasonable period in the event of unforeseen hindrances beyond SCA's control, whether occurring at SCA or its suppliers, e.g. force majeure, labor disputes, import and export restrictions, official approval procedures and other delays in the completion of parts to be delivered for which SCA is not responsible, breakdowns, delays in the delivery of essential parts and raw materials, insofar as such hindrances can be shown to have a significant influence on the completion of the conversion work. Such
SCA shall not be responsible for such hindrances even if they occur during an already existing delay. SCA shall notify the customer without delay of the beginning and end of such circumstances.
(3) If the end of the impediment is not foreseeable or if it lasts longer than three months, either party shall be entitled to withdraw from the contract.
(4) The customer may withdraw from the contract within the scope of the statutory provisions due to delays in delivery only to the extent that SCA is responsible for such delays.
(5) Compensation for expenses: SCA will provide a complete workplace including team at the agreed date. In case of non-appearance at the agreed date, SCA will charge EUR 50.00 net as a lump sum for expenses.

§ 4 Transfer of Risk, Acceptance
(1) Insofar as acceptance is required, this shall be decisive for the passing of risk. It must be carried out without delay on the date of acceptance, alternatively after SCA has notified the customer that the goods are ready for acceptance. The customer may not refuse acceptance in the event of a non-substantial defect.
(2) If acceptance is delayed or does not take place due to circumstances for which the customer is responsible, the risk shall pass to the customer on the date of readiness for acceptance.
(3) The customer shall remove any valuables contained in the vehicle before handing it over to SCA for conversion. Any liability of SCA for the accidental loss of valuables remaining in the vehicle during the conversion is excluded.

§ 5 Service instructions
(1) The paint repair on the roof interfaces is a partial paint job. This may result in a possible color difference to the original paint.
(2) An opening of the roof is required to carry out the conversion. A complete reversal is therefore generally no longer possible, as this opening of the roof cannot be reversed.

§ 6 Claims for Defects
(1) SCA warrants proper execution of the conversion measures in accordance with the state of the art.
(2) The customer shall immediately notify SCA in writing of any defect discovered.
(3) If the performance is defective, the customer shall be entitled to subsequent performance. The customer shall support SCA in the elimination and analysis of defects, in particular by specifically describing any problems arising and by providing SCA with comprehensive information. The customer shall grant SCA the necessary time and opportunity to carry out the supplementary performance. Only in urgent cases to prevent disproportionate damage, in which case SCA must be notified immediately, or in the event of SCA's delay in remedying the defect, the customer has the right to remedy the defect himself or have it remedied by a third party and to claim reimbursement of the necessary expenses from SCA.
(4) SCA may, at its option, remedy the defect on site or at its business premises.
(5) In the event of remedy of the defect, SCA shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, unless these are increased by the fact that the goods have been transported to a place other than the place of performance, unless such transport is in accordance with the intended use. The burden of proof lies with the purchaser. §Section 254 of the German Civil Code shall apply accordingly.
(6) In the event of failure of the supplementary performance (§ 636 BGB), the Purchaser shall be entitled to reduce the remuneration for the work or to withdraw from the contract.
(7) Damage resulting from the following causes and for which SCA is not responsible in the absence of a breach of duty shall not give rise to any warranty claims:
Unsuitable or improper use after the transfer of risk, in particular excessive stress, faulty assembly or commissioning by the customer or third parties despite the existence of proper assembly instructions, natural wear and tear (wear and tear), faulty or negligent handling, unsuitable operating materials, substitute materials, failure to observe the operating instructions, unsuitable operating conditions, in particular in the case of unfavorable chemical, physical, weather or natural influences or ambient temperatures that are too high or too low.
(8) The limitation period for claims for defects shall be 2 years from the statutory commencement of the limitation period.
(9) Further claims shall be determined exclusively in accordance with § 7 of these Terms and Conditions.

§ 7 Liability for claims for damages and reimbursement of expenses
(1) In the event of intentional or grossly negligent breaches of duty and in any case of culpable injury to life, body or health, SCA shall be liable without limitation for all damages attributable thereto, unless otherwise provided by law.
(2) In case of gross negligence of non-executive employees, SCA's liability for property damage and financial loss shall be limited to the foreseeable damage typical for the contract.
(3) In the event of slight negligence, SCA shall only be liable for property damage and financial loss in the event of a breach of material contractual obligations. Here, too, SCA's liability is limited to the foreseeable damage typical for the contract.
(4) Any further liability for damages than regulated in the above paragraphs is excluded, regardless of the legal nature of the asserted claim. This shall apply in particular to tort pursuant to §§ 823, 831 of the German Civil Code (BGB); any unlimited liability under the provisions of the German Product Liability Act shall remain unaffected.

§ 8 Right of withdrawal
SCA may withdraw from the contract in whole or in part by written notice if the customer becomes insolvent, over-indebtedness of the customer occurs or the customer ceases to make payments. The right of rescission may be exercised by SCA only up to the point in time at which insolvency proceedings are instituted against the assets of the customer.

§ 9 Place of Performance, Consumer Dispute Settlement Act
(1) The place of performance shall be the registered office of SCA in Königsbronn, unless otherwise stated in the order confirmation.
(2) SCA does not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so (§ 36 VSBG).
Königsbronn, September 2020.