Sika Automotive Frankfurt-Worms GmbH
General Terms and Conditions (GTC)
for orders and deliveries in commercial transactions

I. General information
1. All our deliveries, services and offers, including all future transactions in permanent business relations with us, are exclusively
subject to these General Terms and Conditions. Deviating conditions that we do not expressly accept in writing are not bindingfor us, even if we do not expressly object. Our terms and conditions shall also apply if we execute an order without reservationin the knowledge of conflicting or deviating terms and conditions. In each case, the version of our terms and conditions valid
at the time of conclusion of the contract, on our website on theInternet at www.sikaautomotive.com, which we can also sendby fax on request, is decisive. They only apply to companies inaccordance with § 310 BGB German Civil Code) (Business Customers).
2. In any case, our contract with the customer is only concluded
on the basis of our written order confirmation. Our offers are only
intended to prepare the conclusion of the contract and are notbinding unless they are expressly designated in writing as firm
offers. The customer must check the order confirmation immediately. All agreements for the execution of the contract are to
be recorded in writing.
3. Our contract with the customer is subject to our timely and correct self-supply, except if we are responsible for the lack of selfsupply. In the event of lack of self-supply, we shall inform thecustomer immediately and may then demand a reasonable extension of delivery periods or withdraw from the contract. The
customer may also withdraw from the contract within 2 weeks of
the aforementioned information.
II. Prices, terms of payment, right of retention, right of set-off,etc.
1. Our prices are net prices excluding value added tax.
Unless otherwise stated in the order confirmation, our prices are"ex works" (EXW, INCOTERMS 2010) of our registered officeor the specified place of loading. Packaging (including its return)and insurance are charged separately. The statutory value
added tax shall be added to the purchase price and other consideration paid to us, unless otherwise provided by law.
Changes in the value added tax do not entitle the customer toterminate the contract.
2. We reserve the right to change our prices appropriately if, after
the conclusion of the contract, cost reductions or cost increases
occur, in particular due to collective agreements, changes in theprice of materials or energy. We shall present these to the customer on request.
3. Unless otherwise agreed, the purchase price plus any VAT incurred must be received by us or credited to our account without
deduction within 30 days of the date of the invoice (unless it is
not received within 10 days). The legal regulations for default of
payment shall apply. The deduction of a discount requires a
special written agreement. We reserve the right to refuse
cheques or bills of exchange. If they are accepted, then only on
account of performance. All associated costs shall be borne by
the customer.
4. Our invoices are deemed to be accepted if no written objection
is raised within 2 weeks of receipt.
5. Our customer has no rights of retention insofar as they arebased on other legal transactions with us.
6. The customer is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed or havebeen recognised by us. In deviation from this, however, he may
set off against claims which are directed to the effecting of thecounter-performance, such as claims to completion costs or
costs of remedying defects.
7. If the customer does not comply with payment terms or if facts
become known after conclusion of the contract which give riseto serious doubts about the customer's creditworthiness (e.g.
foreclosure, refusal by credit insurers, etc.), all our claims
against the customer shall become due immediately. They willthen bear interest in accordance with the law (5% p.a. and incase of default 9% p.a. above the base rate). In addition, we canAs of 1 March 2019

demand advance payment for services still outstanding. If payment is not made despite a reasonable grace period, we may
withdraw from or terminate the contract and claim damages.
III. General conditions for our services
1. The basis for our contractual obligations is that the customer
has notified us in writing of all operating conditions, local conditions, data and information to be taken into account and has
provided all necessary documentation. If this is not done or notdone completely or too late, the customer shall in any case bear
any additional expenses incurred and shall release us from any
responsibility for consequences. Even while we are rendering
our services, the customer is obliged to take the necessary cooperative actions. The customer shall check interim results toensure that they are correct and complete. He shall also point
out in advance any circumstances that require special consideration and any recognisable errors.
2. Insofar as our services are carried out in whole or in part at thecustomer's premises, the customer shall provide suitable rooms
and connections, any necessary work equipment and test facilities free of charge. He shall name a contact person responsible
for the respective project. He shall be responsible for the safetyof our employees seconded to him.
3. Adequate part deliveries in compliance with agreed delivery
times as well as reasonable deviations from the order quantities
of up to plus/minus 10 % are permissible.
4. In the case of orders, including call orders with fixed delivery
dates/delivery times or delivery quantities, the customer is always obliged to accept the products concerned in full. Otherwise, we can in any case demand payment for the raw materials, auxiliary materials and operating supplies relevant to the order as well as acceptance of the unfinished products concerned
within the scope of the rights to which we are entitled.
5. We are entitled to engage third parties for our deliveries and to
subcontract the order in whole or in part, provided that the interests of the customer worthy of protection are not impaired
thereby.
6. If we execute the order according to the customer's specifications, the customer shall indemnify us against any claims of third
parties which may be violated by the execution of the order. This
also includes all expenses incurred by us in this connection.
7. Agreements on the quality of the object of our deliveries/services must be made in writing. Reference to technical standards
and other technical data serves only to describe the performance or quality of the object of the delivery and is in no case aguarantee. Information contained in general product descriptions, brochures and technical data sheets, including assembly
instructions, is only approximately binding. Unless otherwise
agreed in writing, samples of products shall only give an approximate impression of the properties of the goods. Public statements, recommendations or advertising by third parties are notcontractual quality specifications for our deliveries.
8. We are only responsible for the suitability of a product, process
or material manufactured by us for a specific use if this has been
expressly agreed in writing and specified according to object,
property and use.
9. In no case do we assume guarantees in the legal sense for quality or durability.
IV. Technical advice, state of the art, etc.
1. Should we provide technical advice, in particular application-related advice, this is done to the best of our knowledge and experience, but without being obliged to do so and without liability,
unless the advice is specifically agreed in writing against payment. In the latter case, we shall only be liable for damages
within the scope of Section VIII of these GTC.
2. Only the state of the art at the time of our order confirmation isdecisive for the customer's contract with us.
V. Delivery time, performance time, delay, force majeure

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1. Agreed delivery times only begin when the necessary coordination and agreements on all technical questions, conditions andother technical details have been concluded and are always
only approximate. Deviations are to be expressly agreed in writing. In all other respects as well, the prerequisite for compliancewith our obligations is the timely and proper fulfilment of the customer's obligations, in particular necessary obligations to cooperate.
2. If the customer is in default of acceptance, we can demand compensation for the additional expenses incurred by us in this respect and, in the case of § 642 BGB, appropriate compensation.
If the customer culpably violates acceptance or other obligations
to cooperate, we can demand compensation for damages andwithdraw from the contract after fruitless setting of a reasonablegrace period. In the event of withdrawal, we shall be entitled tosell the delivery item in question on the open market.
3. If we are prevented from fulfilling our contractual obligations byforce majeure, in particular shortages of raw materials, energy
or labour, labour disputes, unforeseeable operational disruptions through no fault of our own - even if they occur at our suppliers - agreed deadlines shall be extended accordingly. We
shall inform the customer of such hindrances within 14 days. If
our deliveries become impossible as a result of such force
majeure, we shall be released from our obligation to perform. If
the force majeure lasts longer than 8 weeks, we may withdraw
from the contract. The customer may also withdraw from thecontract if the force majeure is not removed within a last reasonable period of time set by him.
VI.

Transfer of risk, transport insurance, packaging, acceptance

1. Unless otherwise expressly agreed in writing, we always deliver"ex works" (EXW, INCOTERMS 2010). The customer must inform us in good time (at the latest one week before the deliverydate) about the type of collection and transport. Even if, in exceptional cases, we have not agreed delivery ex works, the riskof accidental loss or accidental deterioration of the goods shallpass to the customer when the goods have been made available
to the person performing the transport or have left the factory forthe purpose of shipment. This shall also apply if we provide assistance with loading or transport or take over.
2. We will take out transport insurance at the customer's expense
if he so wishes and provides us with the necessary informationin good time.
3. If we pack our deliveries, this is done on behalf of and at theexpense of the customer. For this purpose, the customer must
provide us with the necessary information in writing in good time(at the latest one week before the delivery date). In the absenceof other agreements, we choose the packaging at our discretion.
Unless otherwise agreed, the customer shall dispose of it orhave it disposed of at his own expense, with the exception of
reusable means of transport such as pallets and containerswhich are provided on loan.
4. The customer may only use means of transport or containers
borrowed from us for the purposes of the contract with us. Unless otherwise agreed, the customer must empty them immediately. If means of transport or containers borrowed by us are not
returned to the customer within one month, we can demand ausage fee of 10% of the replacement value for each additional
month of delay or part thereof. In the event of damage to or lossof the means of transport or containers, we may, at our discretion, demand payment of the replacement value or delivery ofequivalent replacement items in return for the damaged meansof transport or containers. In the event of damage, we may demand not only the return of the damaged means of transport orcontainers but also reimbursement of the repair costs. Pallets
supplied by us are means of transport borrowed from us.
5. Containers provided by the customer must be received by us
free of charge in good time. We are not obliged to check, clean
and repair them, but we are entitled to do so at the customer's
expense.
6. If acceptance of services is necessary or agreed, it must be carried out immediately after our notification of readiness for acceptance. We may demand formal acceptance (written form) according to a sample submitted by us. The customer may not re-

As of 1 March 2019fuse acceptance, unless there are substantial defects. If the acceptance is delayed, it shall be deemed to have taken placewhen our delivery is put into use or after expiry of the reasonable
period of time set by us (unless the customer is entitled to refuse
acceptance).
VII. Warranty claims
1. The customer's rights in respect of defects presuppose that hehas properly fulfilled his obligations to inspect and give notice of
defects in accordance with § 377 HGB (German Commercial
Code).
2. Unauthorised reworking or alteration of the object of our deliveries or other improper handling by the customer will result inthe loss of all claims for defects. We shall agree with the customer on any necessary urgent measures in case of imminent
danger or imminent disproportionate damage. The customer
must immediately inform us in detail in this regard.
3. Insofar as there is a defect in the purchased goods for which weare responsible, we must first always be given the opportunity
for subsequent performance within a reasonable period. We
shall be entitled to choose whether to remedy the defect or todeliver a replacement.
4. We are entitled to the right of supplementary performance twice
for each case of liability for defects. Self-execution by the customer is excluded, unless we agree in writing. Any further liability is limited according to section VIII. In addition, we are notliable for further or consequential damages or for such damages
that do not occur on the delivery item, except for intentional or
grossly negligent acts.
5. Warranty claims against us shall become statute-barred one
year after the delivery item has been handed over or after acceptance of a work to be created, except for the period of limitation according to § 438 subsection 1 No. 2 or § 634 a) subsection 1 No. 2 BGB (5 years for buildings). §§ 445a, 477, 478 BGB
in the event of a delivery recourse remain unaffected. Section
VIII shall apply to compensation for damages due to a defect.
VIII. Liability
1. In accordance with the statutory provisions, we have unlimited
liability for damages resulting from injury to life, body and health,
for wilful or grossly negligent acts, and for mandatory liability
under the Product Liability Act.
2. Furthermore, we shall be liable for the violation of essential contractual obligations if the prerequisites for this are met (essential
contractual obligations are intended to protect the legal positionof the customer which is essential to the contract and which thecontract must grant him according to its content and purpose; in
addition, there are such obligations whose fulfilment makes theproper execution of the contract possible in the first place andon whose compliance the customer may regularly rely).
3. Insofar as there is no liability according to clause 1, our liability
for damages is limited to the foreseeable, typically occurring
damage. This also applies if we would be liable to the customer
in tort.
4. Any liability for damages beyond the above provisions ofclauses 1 - 3 shall not exist for us, irrespective of the legal
grounds.
5. The above provisions on limitation of liability and exclusion of
liability shall also apply to any claims for reimbursement of useless expenses and any other claims for replacement or reimbursement.
6. The above provisions on limitation and exclusion of liability shallalso apply to the conduct and fault of our legal representatives,
our employees and other vicarious agents for whose conduct or
fault we are responsible. The above provisions on limitation andexclusion of liability also apply in their favour.
7. Insofar as liability for damages is not excluded under the above
provisions and is not based on injury to life, limb, health, intent
or gross negligence, such claims shall become time-barredwithin one year. The beginning of the limitation period is determined by the statutory provisions.
IX. Rights of use, confidentiality

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1. The use of industrial property rights and know-how by us for the
performance of our services does not affect the legal situationof these industrial property rights and this know-how, in particular, both remain our exclusive property.
2. Insofar as our contractual services to the customer require thecustomer to use copyrights, industrial property rights or licencerights to which we are entitled, the customer shall be entitled toa non-exclusive right of use in this respect, the material, spatial
and temporal scope of which shall be determined in accordancewith the contract for our services existing with us in each case.
Any use beyond this is not permitted.
3. If, in connection with the order placed with us, confidential information, data, plans, documents, etc. and other know-how aretransmitted by us to the customer or become known to the customer, the customer is entitled to their non-exclusive use in accordance with the provisions of the respective contract with us.
However, he must also keep them secret and protect them inany case, insofar as the contractual use permits this, and may
not use them outside the scope and purpose of the contract withus. He shall be obliged to hand over to us all documents, datacarriers, samples etc., which have been handed over to him andwhich are all expressly considered to be entrusted to him, andnot to retain any copies as soon as and insofar as the executionof the contract existing between us makes it possible and to
oblige his employees and contractual partners who have accessto them accordingly to maintain secrecy and not to exploit them.
The above obligations of secrecy and non-utilisation do not apply insofar as such confidential information and such know-how
is already publicly known or was already known to the customer
beforehand or was developed or acquired by him without
breaching the obligation of secrecy. For our part, we shall keep
confidential information and know-how expressly designated inwriting by the customer as requiring secrecy, insofar as this iscompatible with the execution of the respective contract. Beyond this, we are not subject to any obligation regarding.

4.

5.

6.

X. Tools, models, samples, drawings, etc.
1. Tools, moulds and devices and other aids which are produced
by us or on our behalf in connection with an order of the customer are and remain our property and we are entitled to allrights to them. As a rule, we retain them for up to two years after
the last order has been executed. If the tool is manufactured onbehalf of the customer, ownership is transferred to him upon
payment, but we are entitled to possession within the frameworkof the associated agreements on orders and deliveries.
2. Samples, drawings, sketches, illustrations, data, in particular
CAD data and other documents prepared by us remain our
property and all rights thereto, in particular copyrights and any
proprietary rights are due to us. They may not be copied or otherwise reproduced or communicated or made available to third
parties without our written consent and may not be used outside
the contract with us.
3. If we make our deliveries according to drawings, models or samples provided by the customer or using parts or tools provided
by the customer, the customer shall be responsible for ensuringthat the property rights of third parties are not infringed and shallindemnify us if necessary. We shall inform the customer of any
industrial property rights known to us. If a third party prohibits us
from performing our services by referring to an industrial property right, we may - without inspection - discontinue our services/work and demand securities for their continuation, otherwise we may additionally demand reimbursement of our expenses including a lost contribution margin.
XI. Reservation of title
1. We reserve title to the object of our deliveries until all claims
arising from the business relationship with the customer havebeen settled, including a current account balance. The ownership does not expire by crediting us with a cheque received in
the cheque-bill of exchange procedure, but only when theamount of the claim finally remains with us.
2. The customer is liable for proper storage and insurance of thereserved goods.
3. In the event of default of payment by the customer or otherbreach of contract, we may demand the return of the reserved

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7.

8.

9.

goods after setting a reasonable deadline. This and any seizureby us shall constitute a withdrawal from the contract. In theevent of compulsory execution by third parties on the reserved
property, the customer must inform us immediately and provide
us with all documents required for defence. This also applies to
impairments of our rights of any other kind. Irrespective of this,the customer must inform the third party of our rights.
If the object of our delivery is processed, this is done for us. In
the event of processing with other objects not belonging to us,
we shall acquire co-ownership of the new object in proportion toits value (final invoice amount, including VAT of our delivery in
relation to the value of the other processed objects at the timeof processing). For the rest, the same shall apply to the object
resulting from processing as for the goods delivered under reservation of title.
If the object of our delivery is inseparably combined or mixed
with other objects not belonging to us, we shall acquire co-ownership of the new object in proportion to its value (final invoice
amount, including VAT of our delivery in relation to the value ofthe other objects at the time of combination/mixing). If the customer's item is to be regarded as the main item, it shall bedeemed agreed that the customer shall transfer proportional coownership to us. The customer shall hold the sole ownership or
co-ownership thus created in safekeeping for us.
The customer may only resell the goods subject to retention of
title in accordance with the above and only in the ordinary
course of business. He hereby assigns to us as security all
claims arising therefrom in the amount of the invoice value including VAT of our claim against him. This shall also apply to afurther processed reserved property. The acknowledged balance is also assigned as well as the then existing "causal" balance in case of insolvency of the customer. The customer may
collect the claim until further notice. We will not collect it as longas the customer duly pays the proceeds of the claim to us, is notin default of payment, does not stop payments or files for insolvency. If there is a threat or indication of such a situation, we
may demand all information and documents necessary for thecollection of the claim and the notification of the assignment to
the debtor.
In the event that our reserved property is lost through connection with a property, the corresponding compensation claim isalso assigned to us now.
If the reserved goods are taken back in accordance with these
General Terms and Conditions, we may sell them by private
contract or have them auctioned. The repossession shall be effected at the proceeds obtained, but at most at the agreed delivery price. We reserve the right to further claims, in particularfor damages
At the customer's request, we shall release securities of our
choice to the extent that the realisable value of our security exceeds the claims to be secured by more than 20%.

XII. Scope of application
The provisions of these General Terms and Conditions shallalso apply to services rendered by us which are not deliveries,
in particular to work services, except where this is not possible
by analogy. In any case, deviating terms and conditions of thecustomer which we do not expressly accept in writing are nonbinding, even if we do not expressly object to them (see clauseI 1 above).
XIII. Place of jurisdiction, place of performance, applicable law
The place of performance for our services as well as for payments by the customer is the registered office of our company.
The place of jurisdiction for all possible disputes arising between
us and the customer is also the registered office of our company, unless the customer is not a merchant or legal entity under public law or special assets under public law. We can always
alternatively sue at the general place of jurisdiction of the respective defendant.
All legal relations between us and the customer shall be governed exclusively by German law, excluding the United Nations
Convention on Contracts for the International Sale of Goods of
11 April 1980.

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