General Terms and Conditions for Vehicle Body Manufacturing and Customisation

INTERPRETATIONS

In these General Terms and Conditions the following terms shall have the following meanings:

“Business Day” means a day other than a Saturday, Sunday or public holiday in Germany, when banks in Frankfurt are open for business;
“Company” means Hartmann Spezialkarosserien GmbH, Carl-Zeiss-Straße 2, 36304 Alsfeld / Germany, Company Register Number HRB 5068
“Conditions” means the standard terms and conditions of sale of the Company as set out herein;
“Contract” means the contract between the Company and the Customer for the sale of Goods and/or supply of Services as set out in an Order Confirmation and in accordance with these Conditions;
“Customer” means any Business, Private or Public Organisation or Authority that purchases Goods and/or Services from the Company;
“Goods” means New Vehicles and/or Parts;
“Good Industry Practice” means standards, practices, methods and procedures conforming to the law and the degreeof skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstance;
„In writing“ means any form of textual communication, explicitely including electronic mail. In cases where a wet-ink signature is mandatory this will be expressly stated in this document;
“New Vehicle” means any vehicle manufactured, modified or customised by the Company for the Customer;
“Order” means the order for the supply of Goods and/or Services to be provided to the Customer as set out in the Order Confirmation;
“Order Confirmation” means the document setting out the Goods and/or Services to be provided, the Price and any other relevant details, as provided in writing to the Customer by the Company ;
“Parts” means parts supplied by the Company;
“Price” means as detailed under Section 3;
“Quotation” means any quotation provided by the Company to the Customer in writing, setting out the proposed price for the Goods and/or Services to be provided;
“Services” means any services or any part thereof which the Company agrees to provide, to include the repair of Vehicles;
“Vehicle” means any vehicle or item under the Company's ownership or control as well as vehicles or items provided by the Customer or otherwise subject to the Company's Goods and/or Services insofar as they are located on the Company's premises or under its custody

Words in the singular include the plural and in the plural include the singular.

A reference to one gender includes a reference to the other gender.
A reference to any provisions of a statute is a reference to it as it is in force
for the time being taking account of any amendment, re-enactment, extension or application.
Condition headings do not affect the interpretation of these Conditions

I. Exclusive Validity of Our General Terms and Conditions

Company’s Conditions apply exclusively; The Company does not recognize any terms and conditions of the Customer that conflict with or deviate from our own, unless we have expressly agreed to do so in writing and signed by an authorised representative.
No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, Order Confirmation, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
The Company’s Conditions shall also apply if the Company performs delivery or services to the Customer without reservation, despite being aware of conflicting or deviating terms and conditions. The same applies to deliveries and services to the Company, in the event that we accept goods without reservation. All agreements made between the Company and the Customer for the purpose of executing this contract are set out in writing in this contract. The Company provides the specifically described delivery or service under the conditions printed below.

II. Offer, Offer Documents, Cost Estimate, Conclusion of Contract

Any Quotation given by the Company is non-binding and shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
If the Customer requests a binding price quotation, a written offer or cost estimate signed by an authorised Company representative is required. The Company is bound by such an offer or estimate for a period of 30 Business Days, unless a shorter binding period is agreed.
The Customer’s acceptance of such Quotation in writing constitutes an offer by the Customer to purchase Services and/or purchase the Goods in accordance with these Conditions. Upon acceptance of the Quotation, the Company shall provide the Customer with an Order Confirmation in respect of the Order. If the Customer wishes to make amendments or additions to an Order Confirmation it may do so by giving notice to the Company before accepting the Quotation and the Company shall consider such amendments or additions and if accepted issue a revised Order Confirmation for the Customer to consider and, if it wishes, accept in writing.
The offer made by the Customer is only accepted once the Company issues the Order Confirmation and the Contract shall come into existence on that date (the “Commencement Date”).
No Order placed by the Customer shall be deemed to be accepted by the Company until the earlier of:
5.1 the Company issuing a written Order Confirmation; or
5.2 the Company doing any act consistent with it fulfilling the Order, at which point the Contract shall come into existence
Services rendered for the preparation of the offer or cost estimate may only be charged to the Customer if this has been expressly agreed in writing.
Documents related to the offer, such as illustrations, drawings, weight and dimension specifications, are only approximate unless expressly designated as binding. Technical and design deviations due to technical progress remain reserved and do not entitle the Customer to any claims.
The Company retains ownership and copyright of illustrations, drawings, calculations, and other documents. This also applies to documents marked as confidential. Any disclosure without our expressly written consent is prohibited.
If the Customer provides specifications for the manufacture or processing of the goods, they shall indemnify the Company against any loss, damage, costs, or other expenses arising from infringement of third-party rights (e.g., patents, copyrights, trademarks).
The Company reserve the right to make technical or design modifications to the goods in line with and in order to comply with legal requirements or Good Industry Practice, provided such changes do not materially impair the agreed quality or usability of the goods, and unless otherwise restricted by applicable law
The scope of delivery or service and the total price are determined by the order confirmation. The Company does not provide guarantees unless expressly agreed in writing.
In the event of cancellation by the Customer after conclusion of the contract, the Company is entitled to claim liquidated damages amounting to 15% of the agreed price, unless such a provision is not enforceable under the applicable law. The parties remain entitled to prove higher or lower actual damages.
The Customer authorizes Company to issue subcontracts and to carry out test and transfer drives.
The Company is entitled to request a reasonable advance payment upon order placement.
If the Customer provides Vehicles, parts, or materials, they must be free of defects and suitable for the intended purpose. The Customer acts as a supplier and bears all consequences of non-compliance. If the Customer fails to provide defect-free items in time, the Company may set a grace period and subsequently withdraw from the contract and/or claim damages (15% of the order value, unless proven otherwise).

III. Prices, Terms of Payment, Withdrawal

The Price of the Goods and/or Services shall be as set out in the relevant Order Confirmation and unless agreed otherwise in writing by the Company shall be exclusive of Value Added Tax.
Unless agreed otherwise in writing all Prices are given on an ex works basis.
If applicable and set out in the Company’s Order Confirmation, in cases of a supply of the Goods and/or Services anywhere other than at the Company's premises, the Customer shall pay the Company's charges for transport, packaging and insurance.
Discounts and rebates are only valid if agreed in writing.
The Company reserves the right to adjust Prices if, at the earliest four months after contract conclusion, significant cost reductions or increases occur —especially due to factors beyond the control of the Company such as exchange rate fluctuations, customs duties, tax adjustments, collective wage agreements, transport costs or costs of material. Proof will be provided upon request.
Unless otherwise agreed in the Order Confirmation, payment for the Goods and/or Services must be made upon delivery or acceptance and receipt of the invoice. The agreed Price is due immediately in cash or by wire payment unless otherwise agreed in writing.
If the Customer fails to meet payment or insurance obligations, or breaches retention of title agreements, or if insolvency proceedings are initiated, all outstanding claims become immediately due.
For leased or externally financed services, the Customer must submit all necessary declarations (e.g., confirmation of acceptance) no later than the day after delivery. If not, default interest will be charged from the 10th day thereafter, unless the delay is due to other reasons. Higher damages may still be claimed.
If the Customer fails to pay on time, even in part, the Company may withdraw from the contract after setting a grace period. In that case, the Company may collect the goods at the Customer’s expense.
The Customer agrees that persons commissioned by the Company may enter the premises where the goods are located for collection purposes.
Exercising these rights does not constitute a waiver of further claims, including damages.
The Customer may only offset claims that are undisputed, legally established, or acknowledged by the Company in writing. A right of retention may only be exercised if based on the same contractual relationship.
In the event of a justified complaint, the Customer may only withhold payments to the extent proportionate to the defect.

IV. Delivery, Delay in Delivery

Any dates quoted for delivery or completion are intended to be an estimate and time for delivery shall not be of the essence unless expressly confirmed in writing. The start of the delivery or completion period requires clarification of all technical questions. If the scope of the order changes, the Company will inform the Customer of a new completion date without undue delay.
The Company shall be liable for delay-related damages only in cases of gross negligence or intentional misconduct. Liability for damages caused by slight negligence is expressly excluded, except where mandatory statutory provisions require otherwise.
We are entitled to make partial deliveries if part of the ordered goods is temporarily unavailable. Any additional shipping costs incurred will be borne by us.
Force majeure, such as storms, fire, flooding, environmental damage, energy shortages, delays in the supply of essential components, import difficulties, strikes, lockouts, war, or official orders that temporarily prevent us from delivering on time, will extend the delivery period accordingly. We will inform the Customer immediately upon becoming aware of such events.
If we are still unable to deliver after a reasonable extension, both the Customer and we are entitled to withdraw from the contract.
Claims for damages by the Customer are excluded in such cases.
If we withdraw, we will promptly refund any payments already made by the Customer.
Other statutory rights of withdrawal remain unaffected.

V. Completion and Acceptance

The Company fulfils its delivery or service obligations by notifying the Customer that the Vehicle and/or Goods are ready for collection at the Company's premises or if an alternative location for delivery is agreed by the Company, by the Company delivering to that place.
Collection and acceptance of Vehicles and/or Goods by the Customer shall take place at the Company’s premises within 14 Business Days after the Company giving completion notice to the Customer, unless otherwise agreed.
If the Customer requests delivery of the goods, this shall be at their own cost and risk. The Company will insure the shipment through transport insurance; the associated costs shall be borne by the Customer.
The Customer is obliged to collect the goods within one week of receiving the notice of completion.
In the event of delayed acceptance, the Company may charge a customary storage fee. The Company may store the Goods at external facilities, if deemed necessary. All storage costs and risks shall be borne entirely by the Customer.

VI. Liability for Defects, Limitation Period

The Customer shall inspect the Goods for defects without undue delay and notify the Company in writing within 8 Business Days of delivery or discovery of hidden defects, unless the applicable law provides for a different or more lenient notification period. Otherwise, the goods are deemed accepted.
If the defect is not reported in time, warranty claims are excluded. Timely dispatch of the notice is sufficient to meet the deadline.
Claims by the Customer for defects shall become time-barred one year after acceptance of the goods, unless mandatory statutory provisions in the applicable jurisdiction provide for a longer limitation period. If the Customer accepts the goods despite knowledge of a defect, they may only assert claims if they expressly reserved their rights upon acceptance in writing.
If the contract involves the delivery of goods to be manufactured or produced, and the Customer is a Business or Public Contracting Authority, the limitation period is also one year from delivery.
The shortened limitation periods do not apply in cases of gross negligence, intent, or injury to life, body, or health.
Regardless of fault, liability remains in cases of fraudulent concealment of defects or assumption of a guarantee.
If defect rectification is required:
a) The Customer must report defects to the Company; oral reports will be confirmed in writing.
b) If justified, the Company may choose to repair or replace the goods.
c) Claims must first be made to the Company; the Company may assign another company to carry out the work.
d) If the goods are inoperable due to a defect, the Customer may—with the Company‘s prior consent—have repairs done by another qualified workshop. The Customer must present at least two cost estimates from certified repair providers. The Company reserves the right to inspect the repaired parts and must be provided with all removed components for documentation purposes.
In cases that meet the aforementioned criteria, the Company shall reimburse the proven costs of repair.
e) For replaced parts, warranty claims apply until the original limitation period expires. Replaced parts become the Company‘s property.
Warranty is excluded if:
a) obvious defects are not reported promptly,
b) the goods were altered by the Customer or third parties and the defect is related to the alteration,
c) the defect results from improper use or legal violations, including overloading,
d) the Customer fails to fulfill payment obligations for the defect-free portion of the service.

VII. Overall Liability

The Company shall not be liable for any damages beyond the scope of liability set out in Section VI, regardless of the legal nature of the claim, unless the damage was caused by intent or gross negligence. This exclusion particularly applies to claims for damages arising from pre-contractual breaches of duty, other breaches of obligations, or tortious claims for compensation of property damage pursuant to Section 823 of the German Civil Code (BGB).
This limitation shall not apply to damages resulting from injury to life, body, or health, or in cases of breach of essential contractual obligations (cardinal duties). In the event of a breach of such obligations due to slight negligence, the Company’s liability shall be limited to the typical, foreseeable damage.
Where the Company’s liability for damages is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives, and vicarious agents.

VIII. Retention of Title, Realization, Obligations Toward Third Parties

Until full payment has been received by the Company for all claims arising from the Contract or any other sums due to the Company under any other Contracts between the Company and the Customer, in accordance with the applicable retention of title laws in the relevant jurisdiction,
1.1 title in the Goods or any installed components, aggregates, and accessories shall remain with the Company
1.2 the Customer must handle the Goods with care and insure them at their own expense against fire, water, and other damage at replacement value. Maintenance and servicing must be carried out in a timely manner at the Customer’s expense.
1.3 the Customer must notify the Company immediately in writing of any change of possession, change of residence, damage, destruction, or third-party interventions (e.g., seizures). If a third party is unable to reimburse the Company for legal and extrajudicial costs, the Customer shall be liable for the loss.
The Customer may only resell the Goods in the ordinary course of business with Company’s express consent. The Customer hereby assigns to the Company all claims arising from such resale. The Customer remains authorized to collect the claims, but the Company reserve the right to collect them if the Customer defaults or insolvency proceedings are initiated.
If the Goods are processed or inseparably combined with other items not belonging to the Company, Company acquires co-ownership of the new item in proportion to the value of Company’s Goods to the other items.
The Company undertakes to release securities at the Customer’s request if the realisable value of our securities exceeds the secured claims by more than 10%. The Company reserve the right to choose which securities to release.
In the event of a breach of contract by the Customer—especially in the case of payment default—the Company is entitled to reclaim the Goods after setting a reasonable deadline. The Company is authorised to realise the goods after their return; the proceeds will be credited against the Customer’s liabilities, minus reasonable realisation costs.

IX. Data Collection and Use in Accordance with Art. 13 GDPR
The Company processes and uses personal data provided in writing by the Customer—particularly names, addresses, telephone, fax, email, or mobile numbers— in connection with the technical data of the Customer’s Goods for the proper execution of the contractual relationship (including transmission to warranty providers, leasing companies, financing institutions, and rental car companies), and where legally required, e.g., for compliance with tax reporting obligations.
The Customer hereby expressly consents to this processing, which may be revoked at any time.

X. Place of Performance, Jurisdiction, and Applicable Law

The law of the Federal Republic of Germany shall apply.
The exclusive place of jurisdiction for all disputes arising from this contract is our registered office.
The place of performance is our registered office.

Version: June 11, 2025