Terms and Conditions

General Terms and Conditions of RIGDON GmbH

A. General Provisions

I. Introduction

We operate exclusively based on our general terms and conditions. Previously published general terms and conditions, especially the general terms and conditions with the status 12/2014, are no longer valid. Any differing terms and conditions of our suppliers and customers are nonbinding for us, even if we have not expressly objected to them.

II. Delivery

1. Goods are delivered at the point of sale. If, upon request of the customer, goods have to be shipped, the risk shall be deemed transferred to the customer as soon as we have handed over the goods to the party responsible for transport. The customer is responsible for paying the shipping costs.

2. A fixed delivery date is only binding if it has been specified in writing in the order confirmation. Customer claims for damages due to a delay or suspension of the delivery are excluded, unless the delay or suspension is due to willful misconduct or gross negligence on our part. The statutory right of the customer to terminate remains unaffected.

3. In the event of a substantial deterioration of the customer’s financial situation, the commencement of insolvency proceedings, the declaration of or request to declare an affidavit of means, payment difficulties, or a change of company ownership related to financial difficulties, we are released from obligation to fulfill current supply contracts, and we are entitled to immediately suspend delivery, unless the customer makes payment for each delivery as it occurs.

III. Prices

1. Orders shall be invoiced at the gross price (list price and VAT) and conditions that were valid on the date the order was placed.

2. For transactions with contractors, by derogation from the above paragraph, the following conditions apply:

Orders shall be invoiced at the gross price (list price and VAT) and conditions that were valid on the date of shipment or pickup. We reserve the right to adjust our prices. If the delivery time is less than four months from the time the order was placed, and if a price increase occurs during that period, the customer is entitled to withdraw the order. The customer must notify us of the withdrawal without delay after the price increase is announced, and before the order is delivered.

3. The right to increase prices does not apply in cases where a shipment delay is demonstrably and solely our responsibility.

IV. Payment

1. Cash discounts only apply within the payment terms and in the amount specified on our invoice, and only under the conditions that all claims from earlier shipments have been paid and the invoice amount is paid in full by the specified due date.

In addition, invoices without cash discounts are payable immediately upon receipt or by the specified due date.

2. Customer objections to the content or amount of the invoice must be submitted in writing and received by us within thirty (30) days of the invoice date. Any objections to the invoice that are made after this period, without written notification, or after unconditional payment has been made, shall not be considered.

3. Dunning costs in the amount of EUR 5.00 per required dunning may be assessed. If the customer still does not pay following the dunning, we reserve the right to hire a debt-collection agency to collect the outstanding payment. The customer is responsible for paying any costs accruing hereby.

4. Set-off shall be excluded unless the compensation demand is uncontested or has been legally established. The customer only has a right of retention insofar as this is based on the same contractual relationship.

5. On the purchasing side, our payment terms are 30 days with 3% cash discount, or net 45 days.

V. Retention of Title

1. We retain title to goods delivered by us until us until payment is received in full. For transactions with contractors, this retention of title also applies until all claims under the business relationship, including future and conditional ones, are paid.

2. The customer is responsible for adequately insuring the goods under retention of title, particularly against fire and theft. Any claims submitted to the insurance company for damages to the goods under retention of title are hereby assigned to us, in the amount equal to the value of said goods. Our customer must inform the insurance company about the assignment of claims and the existing retention of title. We are entitled to notify the insurance company.

3. For transactions with contractors, the following additional conditions apply:

Our customer is entitled to resell the goods under retention of title in the normal course of business, but not as a pledge or assignment of the goods as security. Our customer shall already now assign to us any claims resulting from the sale of the goods under retention of title. In case of further processing, this provision also applies to the finishing share.

We will not disclose the assignment unless our customer is at least two weeks in default for a due claim, or if the customer has withdrawn a direct debit authorization. In such cases, the customer is obligated to notify its business partners, of its own accord, of the assignment of claims granted to us, and to submit to us its complete list of debtors. We reserve the right in this case to inspect our customer’s records in order to determine the names and addresses of the business partners.

4. If the value of all existing securities exceeds the value of our claims arising from invoices by more than 10 %, we shall release securities of our choice upon request of the customer.

5. Our customer shall only be entitled to hold the goods sold under retention of title until we exercise our right of retention of title by withdrawing from the contract. In this case, we have the right to repossess the delivered goods, either in mounted or unmounted condition. Our customer grants us the right to repossess the goods under retention of title at any location, and to dismount the goods if necessary. Our customer grants us the right to enter its property and business premises in order to find and reclaim the goods under retention of title. Our customer irrevocably entitles the respective holder of the goods to surrender the goods to us.

6. Any handling or processing of the goods under retention of title is considered as being carried out on our behalf, without any obligations on our part arising from that. In the event of any processing, connecting, combining, or mixing of the goods under retention of title with other goods not belonging to us, our co-ownership in the new goods shall be established in relation with the invoice value of the goods at the time of processing, connecting, combining, or mixing. If the customer becomes the sole owner of the new goods, it is agreed that the customer grants us co-ownership of the new goods in the ratio of the value of the processed, connected, combined, or mixed goods under retention of title in the new goods and keeps the goods for us without charge.

7. Prior to any pledge or any other infringement of our ownership or security rights by third parties, the customer shall notify us immediately and confirm the right of ownership in writing, both to us and to the third parties. The purchaser is prohibited from pledging or transferring these rights by way of security.

8. In the event of a repossession of goods under retention of title, we shall provide a credit note in the amount of their current value.

9. For retreading and capping orders, the following applies owing to the low value of the casings: The purchaser agrees that, in the case of retreaded or capped tires, retention of title includes the casings or surfaces provided by the customer. If we exercise our right of retention, we have the right to utilize the retreaded or capped tires.

VI. Customer Rights Regarding Defects

1. The purchaser is obligated to follow our recommendations regarding storage, selection, mounting, inflation, restrictions on use, inspection, repair, and maintenance of tires.

2. If the delivered goods have defects, our customer can assert claims for defects against us within the framework of the following conditions. For used goods, the period of time during which defect claims can be made shall be one year from delivery. For all other goods, the period of time for defect claims shall be two years from delivery.

For transactions with contractors, by derogation from the above paragraph, the following period shall apply: For all goods, the period of time during which defect claims can be made shall be one year from delivery.

3. A tire that is subject to a warranty claim must be sent to us together with a completed complaint form so that we can examine the customer’s complaints. The examination period is four weeks.

4. If the warranty claim is denied, we will send the tire back to the customer at our expense, if so requested by the customer within 14 days upon receipt of the denial.

5. Obvious defects are to be reported within a year after delivery.

For transactions with contractors, by derogation from the above paragraph, the following periods shall apply: Defects must be reported to us in writing immediately, or no later than 8 days after delivery (receipt by the customer). Defects that were not detected within this time period, even with careful inspection, are to be reported to us immediately upon discovery, and no later than one year from delivery of the goods.

6. If the customer does not adhere to these deadlines for notification, any claims against us due to defects are excluded. The customer may choose to request either the removal of the defect or the delivery of replacement goods free from any defect. In the event of a failure to rectify (i.e., to remove the defect or to deliver a reasonable replacement), the customer shall be entitled, at his discretion, to withdraw the contract or demand a reduction of the purchase price.

For transactions with contractors, by derogation from the above paragraph, the following conditions apply:

Contractor’s claims for defects are limited to rectification (removal of the defect or the delivery of replacement goods free from any defect).

We retain the right to choose whether to remove the defect or deliver a defect-free replacement. If two attempts to rectify fail, the customer shall be entitled, at his discretion, to either withdraw the contract or demand a reduction of the purchase price. In case of replacement or a withdrawal of contract, we have the right to adjust the credit to the degree of wear of the reclaimed tire or reduce the amount to be paid.

7. We are only liable for damages due to defects under the conditions of Part A, Section VII (Liability). The conditions of Part A, Section VI do not limit or exclude claims for damages according to Part A, Section VII (Liability).

8. Warranty claims against us shall be excluded if defects, impairment or damage have been caused by the following reasons: a) goods supplied by us have been repaired or processed in any way by other persons; b) the serial number, the trademark or other signs permanently attached to the goods are missing or modified, particularly marks that have been obscured; c) the recommended tire pressure was demonstrably not maintained; d) tires have borne impermissible loads, particularly if the loads permissible for the respective tire size and type as well as the corresponding maximum speed have been exceeded; e) tires have been damaged by improper wheel positions after installation or have been impaired by other wheel arch faults (e.g. dynamic imbalance); f) tires have been fitted to improper or rusty rims or rims which feature a wrong gauge or otherwise inadequate rims; g) tires have been damaged by external impact, mechanical loads or by impact of heat; h) the wheel nuts or screws have not been tightened after a 50 km travel distance after wheel replacement, provided we advised the customer of this necessity upon delivery; i) the customer or third parties instructed by the customer stored the tires outdoors prior to fitting; j) the goods are subject to natural wear or damage resulting from improper handling or an accident; k) tires in tube type design were installed with used tubes/flaps or tires in tubeless design were fitted without valve replacement (car tires) or new sealing ring (lorry/shoulder tire) by the customer or third parties.

9. If a notice of defect is justified, we bear all expenses arising from the settlement of the claim.

10. Replacement claims for worn out caps that, contrary to expectations, are not suitable for retreading due to defects that first came to light during the production process, are excluded.

11. For transactions with contractors, the following applies additionally: In the event that a contractor resells a newly produced good to a consumer, the above rules do not apply if the contractor has to take back a product due to defects, or if the consumer has reduced the purchase price. The legal provisions in §§ 478, 479 of the German Civil Code (BGB) apply. In this case, also, we are only liable for damages due to defects under the conditions of Part A, Section VII (Liability).

VII. Liability

1. We are only liable for damages in the event of willful misconduct or gross negligence by us, our legal representatives, or our vicarious agents. Furthermore we shall be liable in case 1) features were promised or guarantees were made, or 2) we are responsible for breaching important contractual obligations. For the second of the above-mentioned cases, liability is limited to typical damage that was foreseeable at the time the contract was concluded. All other damage claims against us are excluded.

2. The exclusions of liability and limitations of liability in our general terms and conditions shall not apply to losses arising from a violation of life, body, or health, or other losses attributable to gross negligence or deliberate breach of duty by us, our legal representatives, or our vicarious agents, if and to the extent that we are deemed responsible according to the provisions of the Product Liability Act.

VIII. Data Protection

1. Pursuant to § 33 of the Federal Data Protection Act (BDSG), we advise that any personal data used to conclude contracts will be collected and stored in machine-readable format only to the extent that is necessary to establish the contractual relationship, and to change or implement it as required.

2. The customer is entitled to obtain, at any time, information about the scope and purpose of the data processing, as well as the names of any further recipients of the data. In addition, the customer may request that the data be corrected, blocked or deleted after the purposeful implementation of the contract is concluded.

IX. Verbal Agreements

Verbal agreements and agreements made over the telephone are to be confirmed in writing as soon as possible.

X. Applicable Law, Court of Jurisdiction, Severability Clause

1. Any contract shall be governed solely by the law of the Federal Republic of Germany; application of Uniform UN Purchase Law CISG is excluded. For transactions with contractors, the place of fulfillment and sole court of jurisdiction for all disputes is our registered place of business.

2. If any of these General Terms and Conditions should become invalid, this will not affect the effectiveness of the remaining terms and conditions.

Part B. Special Terms and Conditions for Vehicle Repairs

For vehicle repairs other than those on tires and wheels, the following supplementary terms and conditions apply, in addition to those listed under Part A.

I. Cost Estimates

At our customer’s request, we will provide a cost estimate that contains the expected repair costs, including VAT. Deviations of up to 10 % of the estimate are permissible, provided that this is this is acceptable for the customer. The remuneration that is agreed upon for the cost estimate will be invoiced with the order total when the order is executed.

II. Completion Dates

If we exceed the completion dates that were agreed upon in writing, we are responsible to compensate our customers for any losses that are proved to be caused by the delay. We are not obligated to provide a replacement vehicle. If the customer uses a replacement vehicle due to a missed deadline on our part, we are liable for the costs incurred, taking into consideration any savings the customer may have realized due the non-use of their own vehicle. Compensation claims are excluded if we prove that the delay was due to force majeure.

III. Extended Lien

1. In addition to the statutory contractor’s lien, we are entitled to a contractual lien, owing to our receivables from the order, on the objects that have come into our possession by virtue of the order.

2. The contractual lien can also be exercised due to work performed at an earlier date and all other services performed that are related to the subject of the order. As regards other claims ensuing from the business relationship, the contractual lien shall only apply where undisputed or recognized by declaratory judgement.

IV. Acceptance

1. Our customer is required to pick up the subject of the order as soon as we inform him that the work has been completed. The pickup takes place at our business, unless other arrangements have been agreed upon explicitly.

2. Our customer is in arrears with acceptance if he does not pick up the subject of the order at the agreed time, or at our request without delay. In the case of arrears with acceptance, we are only liable in the case of willful misconduct or gross negligence.

V. Customer Rights Regarding Defects

By derogation from Part A, Section VI, the following applies:

1. The deadline for material defect claims is one year after delivery of the contractual goods to our customer.

2. In the event of a material defect, our customer has the right to rectification (removal of the defect or delivery of a reasonable replacement). We retain the right to choose whether to remove the defect or deliver a defect-free replacement. In the event of a failure to rectify, refusal to rectify, or if the rectification is deemed unreasonable, the customer shall be entitled, at his discretion, to withdraw the contract or demand a reduction of the purchase price.

In other respects, the conditions given in Part A, Section VI are applicable.

VI. Retention of Title

1. The rules governing retention of title rights listed under Part A, Section V only apply to parts that are have not become integral components of the vehicle.

2. Parts that have been removed or replaced become our property.

Part C. Special Conditions for Disposal Services

For disposal services, the following supplementary terms and conditions apply, in addition to those listed under Part A and Part B.

We reserve the right to inspect the goods to be disposed of within a reasonable time frame. If the goods to be disposed of do not meet the specified requirements for our disposal, the customer is obligated to pick up the goods again, at his own expense. This regulation is not applicable in cases where we have a statutory obligation to dispose of goods.

May 1, 2015