General terms and conditions

a) The following General Terms and
Conditions of Sales and Delivery of Germany
based company
of the
TOW
GmbH
(hereinafter, "general goods of
TOW
GmbH
")
shall apply to the replacement part business
operated by
TOW
GmbH. These terms and
conditions shall apply exclusively;
TOW
GmbH
shall not recognize any conflicting or
differing terms and conditions of the
customer unless
TOW
GmbH
expressly
approved the application thereof in writing.
These Terms and Conditions shall also apply
in the event
TOW
GmbH
performs a delivery
to the customer without reservation while
aware of conflicting or differing terms and
conditions of the customer.

b) Only those agreements or collateral
agreements at
variance with these terms and
conditions which have been confirmed in
writing by
TOW
GmbH shall
apply.

2.
OFFER,
OFFER
DOCU
MENTS
ORDER CONFIRMATION
a)
TOW
GmbH's
offers shall be without
obligation. In the event an order qualifies as
an offer pursuant to §
145 of the German
civil code.
TOW
GmbH may
accept such
order within 4 weeks.
b)
TOW
GmbH hereby
reserves the title and
copy right to drafts, drawings, calculations
and any other documents. This shall also
apply to those written documents designated
as "confidential". The
customer shall require
the expressed written approval of
TOW
GmbH prior
to passing on such documents to
third parties.

c) The specifications in drafts, drawings,
calculations, catalogues and other documents
shall be nonbinding.
TOW
GmbH
shall not
assume any responsibility for proposals.
d) A contract for delivery shall first be
effected
by way of a written order
confirmation of
TOW
GmbH,
though upon
delivery at the latest. Transmission of
confirmation per remote data transfer shall
satisfy the requirement for the written form.
In the event
TOW
GmbH can
verify that it
sent a declaration per fax or remote data
transfer through the presentation of a
dispatch report,
it shall be assumed that
the customer received the declaration.

3.
PRICES, TERMS AND
CONDITIONS OF
PAYMENT

b) Unless other payment periods are agreed
upon, payments are to be rendered as follows:
Within 30 days of the invoice date without
deduction. Payment shall be rendered by way
of bank transfer or check. The receipt by
TOW GmbH shall be decisive for the
timeliness of the payment.
In the event the Customer is in default in
payment, TOW GmbH shall be entitled to
charge default interest at a rate of 8% above
the base interest rate.
In the event the Customer is in default in
payment, TOW GmbH shall be entitled to
collect such delivered good until the
complete payment or withdraw from the
Contract without waiving its claims. TOW
GmbH shall in addition be entitled to retain
all deliveries or performances.
The Customer may only set off claims with
undisputed counterclaims recognized by
TOW GmbH or counterclaims recognized by
a non-appealable decision.

The Customer shall only be authorized to
exercise a retention right provided its
counterclaim is based on the same
contractual relation.
In the event TOW GmbH becomes aware of
circumstances which cast doubt on the
creditworthiness of the Customer or
circumstances arise after the conclusion of
the Contract which jeopardize its payment
claim due to the Customer's dwindling assets,
or in the event the Customer is in default
over the payment of the purchase price, TOW
GmbH may demand advance payment or
collateral within a reasonable period and
refuse performance until its demands are met.
In the event the Customer refuses to render
advance payment or provide collateral or the
period expires without effect, TOW GmbH
shall be entitled to withdraw from the
Contract in whole or in part and demand
damage compensation.

4. RETENTION OF TITLE
a) TOW GmbH hereby reserves the title to
the delivered goods until all payments from
the business relation with the Customer have
been received.
c) TOW GmbH's assertion of the retention of
title or the pledging of delivered goods shall
not constitute the withdrawal from the
Contract.
d) The Customer shall be entitled to resell
the delivered goods in the normal course of
business; however, the Customer hereby
assigns all claims arising for the Customer in
the course of the resale in the amount of the
purchase price agreed upon between TOW
GmbH and the Customer (including valueadded
tax) to TOW GmbH in advance
regardless of whether the delivered goods are
sold processed or unprocessed. The customer
shall be authorized to collect such claims
after they have been assigned. TOW GmbH's
authorization to collect the claims itself shall
not be prejudiced thereby; however TOW
GmbH hereby agrees not to collect such
claims as long as the Customer duly fulfils its
payment obligations and is not in default in
payment. If this is not the case, TOW GmbH
may demand that the Customer disclose the
assigned claims and its debtors, provide all
information necessary for collection,
surrender the related documents and inform
the debtors (third parties) of the assignment.

e) The processing or reconstruction of the
delivered goods by the Customer shall
always be performed on behalf of TOW
GmbH. In the event the delivered goods are
processed with other components not
belonging to TOW GmbH, TOW GmbH
shall acquire the joint title to the new good in
proportion of the value of the delivered goods
to the other processed components at the
time the components are processed.
f) In the event the delivered goods are mixed
with other components not belonging to
TOW GmbH which cannot be separated,
TOW GmbH shall acquire the joint title to
the new good in proportion of the value of
the delivered goods to the mixed components.
The Customer shall keep in safe custody such
joint title for TOW GmbH.
g) The Customer may neither pledge the
delivered goods nor transfer the ownership of
them by way of security. The Customer must
inform TOW GmbH immediately in the
event of a pledge, confiscation or any other
disposal by third parties and provide it all
information and documents necessary to
safeguard its rights. Enforcement officers
and/or third parties are to be informed of
TOW GmbH title to the goods.

5. DELIVERIES, DELIVERY PERIOD
a) TOW GmbH hereby reserves the option of
delivery under all circumstances. Delivery
dates shall not be binding for TOW GmbH.
But shall be observed wherever possible. The
observation shall require that all technical
matters are clarified and payments and any
other obligations of the Customer have been
or will be fulfilled in due time.
b) Partial deliveries shall be permissible
provided no disadvantages for use would
arise thereby.
c) TOW GmbH hereby reserves the right to
make deliveries with up to 10% more or less
quantity.
d) In the event the Customer requests the
delay of a delivery, the good shall be stored
at TOW GmbH at the risk and expense of the
Customer.

e) In the event of force majeure, strike,
inability to perform not caused by negligence,
or adverse weather conditions, the delivery
period shall be extended by the duration of
the hindrance.
1) In the event the Customer delays
acceptance of deliveries or breaches any other
cooperation duty, TOW GmbH shall be
entitled to give preference to other orders of
third parties and adequately extend the
delivery period. Without prejudice to further
claims, TOW GmbH shall be entitled to
demand the compensation of any damage it
incurs, including any additional expenses.

6. DEFAULT IN DELIVERY
a) In the event the default in delivery is based
on an intentional or gross negligent breach
of contract for which it is responsible, TOW
GmbH shall be liable in accordance with the
provisions of law. In the event the default in
delivery is not based on an intentional breach of contract for which TOW GmbH is
responsible, the liability to provide damage
compensation shall be limited to typical and
foreseeable damage.
b) TOW GmbH shall furthermore be liable in
accordance with the provisions of law in the
event the default in delivery for which it is
responsible is based on the culpable breach of
an essential contractual duty; in such event,
damage compensation shall be limited 10
typical and foresee able damage.
c) The financial situation, type. scope and
duration of the business relation and if
applicable the value of the delivered parts are
to be adequately taken into consideration in
good faith in favour of TOW GmbH with
regard 0f the amount 0f the damage
compensation.

7. SHIPMENT, TRANSFER OF RISK
a) Unless stipulated otherwise in the order
confirmation, delivery shall be agreed upon
as "ex works/ warehouse." Shipment shall
take place at the risk and expense of the
Customer. This shall also apply to return
shipments.
b) No transport or other non-returnable
packaging shall be taken back. The Customer
shall be obligated to ensure the disposal of
packaging at its own expense.

8. MATERIAL DEFECTS
a) The Customer must inform TOW GmbH
immediately in writing of any defects of the
delivery as soon as such are determined in
accordance with the circumstances of the
normal course of business.
b) The Customer may request subsequent
performance as a priority in the event of the
delivery of defective components. TOW
GmbH shall be entitled to choose whether
improvements are to be made or new
components are to be delivered.
c) In the event of an improvement, TOW
GmbH shall be obligated to bear all expenses
necessary of remedy the defect, in particular
freight, transport, working and material
costs. This shall only apply provided the
costs are not increased due to the fact the
delivered good was taken to a location other
than the place of performance.
d) The Customer is to provide TOW GmbH
the defective components immediately upon
request.
e) No claims of the Customer due to material
defects shall arise in the event a defect can be
attributed to the breach of operating,
maintenance and installation instructions,
unsuitable or improper processing or use,
excessive strain (e.g., through modifications
for increased performance), faulty or careless
treatment and natural wear and tear or to the
interference of the delivered good by the
Customer or a third party.
f) The Customer's claims due to material
defects shall lapse in accordance with the
provisions of law upon the expiration of 24
months after the transfer of risk.

9. LIABILITY
a) TOW GmbH shall only be liable in
accordance with the provisions of Law in the
event the Customer asserts damage
compensation claims based on fraudulence,
intentional action or gross negligence. The
liability for damage
compensation shall be
Limited to foreseeable and typical damage
unless TOW GmbH is accused of the
intentional breach of contract.
b) TOW GmbH shall furthermore be liable in
accordance with the provisions of law in the
event it culpably breaches an essential
contractual duty; in such event, damage
compensation shall be limited to foreseeable
and typical damage.
c) Any Liability for damage compensation in
addition to that prescribed above shall be
excluded hereby without consideration of the
legal nature thereof.
d) Damage compensation claims due to the
culpable loss of life, bodily injury and illness,
from the assumption of a guaranty or due to
mandatory provisions of the Product
Liability Act shall not be prejudiced by the
above-mentioned provisions.
e) In the event TOW GmbH's liability for
damage compensation is excluded or limited,
this shall also apply with regard to the
personal Liability for damage compensation
of its employees, representatives and
vicarious agents.
10. PLACE OF PERFORMANCE, PLACE OF
JURISDICTION, APPLICABLE LAW
a) Unless expressly agreed upon otherwise,
the registered seat of TOW GmbH shall be
the place of performance.
b) In the event the Customer is a merchant,
the place of jurisdiction shall be the court
competent for TOW GmbH's registered seat.
TOW GmbH shall however be entitled to
take action against the Customer at its
general place of jurisdiction. This shall also
apply in the event the Customer does not
have a general place of jurisdiction in
Germany, relocates its residence or ordinary
place of residence abroad after the conclusion
of the Contract or its residence or ordinary
place of residence is not known on the date of
the action.

c) Exclusively German law shall apply. The
application of the UN Sales Convention of 11
April 1980 Regarding Contracts for the
International Sale of Goods (CISG, 'Vienna
Sales Law") shall be excluded hereby.
Kaltenkirchen , (Revision) April 2016