General Terms and Conditions of Business

Preliminary remark:

These General Terms and Conditions (GTC) of the companies of the Fricke Group ("FRICKE") apply to the business areas and activities governed by these GTC. In view of the diversity of the activities of the FRICKE companies, these GTC are divided into different sections. SECTION I deals with the so-called ONLINE business, i.e. sales that are processed via the web shops of the various FRICKE companies. SECTION II concerns transactions that are concluded outside the Internet by concluding contracts "on site". It is preceded by a General Section (hereinafter I. - Part A -), which applies across the board to all types of contracts, while the Special Section contains special provisions for the respective contracts. There, the division is made between the consumer transaction ("B2C") and the commercial transaction ("B2B") and in a final SECTION III, export transactions are dealt with, both direct export and indirect export, where a domestic customer exports the purchased goods.

These GTC apply to the following FRICKE companies and all affiliated and associated companies that refer to the "FRICKE GTC" in their business transactions: Wilhelm Fricke SE, Fricke Landmaschinen GmbH, Fricke Nutzfahrzeuge GmbH, Trex Parts GmbH & Co KG, Saphir Maschinenbau GmbH, FORAS GmbH, TRUCK PORT HAMBURG HANNOVER GmbH, Hofmeister & Meincke SE, Hoppe-Truck Hydraulik GmbH & Co KG, Mecklenburger Landtechnik GmbH and Fricke Landtechnik GmbH.

These terms and conditions can be downloaded at https://fricke.de/agb and will be sent on request. It should be noted that these terms and conditions also apply if the customer does not make use of the option to download the terms and conditions.

I. SECTION

GENERAL TERMS OF DELIVERY FOR INTERNET SALES ("B2B")

§ 1 General, clientele, language

(1) All offers, purchase contracts, deliveries and services based on orders placed by customers (hereinafter referred to as customers) via the online shop of the respective FRICKE company are subject to these General Terms and Conditions in SECTION I of the FRICKE GTC.

(2) The product range in the FRICKE online shops is aimed exclusively at entrepreneurs (within the meaning of Section 14 (1) BGB, i.e. natural or legal persons or partnerships with legal capacity who are acting in the exercise of their commercial or independent professional activity when concluding the transaction) as well as legal persons under public law and special funds under public law. The customer confirms this when registering and when placing an order in the online shop. Farmers are deemed to be entrepreneurs within the meaning of § 14 BGB).

(3) The customer's terms and conditions shall not apply, even if their validity is not separately objected to in individual cases.

(4) Contracts with the customer are concluded exclusively in German or English, depending on whether the customer places the order via the German or English-language page of the online shop. If the customer places the order via the German-language website, only the German version of these General Terms and Conditions shall apply. If the order is placed via the English-language website, only the English version of these General Terms and Conditions shall apply. English-language terms to which the corresponding German terms are attached shall always have the meaning of the respective German term.

§ 2 Conclusion of contract

(1) The product presentation in the online shop and the prices stated there are non-binding.

(2) By placing an order in the online shop, the customer makes a binding offer. FRICKE may accept the offer until the end of the working day following the day of the offer.

(3) FRICKE shall send the customer a confirmation of receipt of the offer immediately upon receipt of the offer, which shall not constitute acceptance of the offer. The offer shall only be deemed accepted by FRICKE as soon as FRICKE declares its acceptance to the customer (by e-mail) or despatches the goods. The purchase contract with the customer is only concluded upon acceptance by FRICKE.

§ 3 Prices and payment

(1) The prices are shown as net prices and do not include statutory VAT. The shipping costs incurred are also stated as a net amount. The respective gross amount shall be invoiced.  Customs duties and similar charges shall be borne by the customer.

(2) Unless expressly agreed otherwise, FRICKE shall only deliver against advance payment (in the manner specified on the order form in the online shop) or cash on delivery, in each case against invoice. Other delivery options, such as in particular collection from FRICKE's warehouse or other business premises, require an express written agreement.

(3) If delivery on account has been agreed, invoices shall be due for payment within 12 days of dispatch of the goods and receipt of the invoice by the customer.

(4) The customer shall have no right of set-off or retention unless the counterclaim is undisputed or has been recognised by declaratory judgement.

§ 4 Deadlines for the dispatch of goods, sales, partial deliveries

(1) All periods for the dispatch of the goods stated by FRICKE in the order or otherwise agreed shall commence (a) if delivery against advance payment has been agreed, on the day of receipt of the full purchase price (including VAT and shipping costs) or (b) if payment by cash on delivery or on account has been agreed, on the day on which the purchase contract is concluded.

The day on which the goods are handed over to the shipping company shall be decisive for compliance with the dispatch date.

(2) Deadlines specified by FRICKE for the dispatch of the goods are always only approximate and may therefore be exceeded by up to 14 days. This shall not apply if a fixed dispatch date has been agreed. If no deadline or date for dispatch is specified or otherwise agreed, dispatch within (five) working days shall be deemed to have been agreed.

(3) FRICKE shall be entitled to sell off the goods at any time (even if they have been labelled as "in stock") if delivery is made against advance payment and payment is not received by FRICKE within a period of (five) working days after acceptance of the offer. In this case, the goods shall only be dispatched within the agreed or specified period while stocks last.

(4) In the event that an upstream supplier does not deliver goods to FRICKE on time that are indicated as "not in stock" in the web shop or that have been sold off in accordance with paragraph 3, the relevant dispatch period shall be extended by a period of three working days until delivery by the upstream supplier. The following applies in general:

• FRICKE is not responsible for the delay in delivery by the upstream supplier and
• FRICKE has reordered the goods before the conclusion of the purchase contract (or, in the case of paragraph 3, the time of sale) in such good time that, under normal circumstances, timely delivery could be expected.

If, through no fault of FRICKE, the goods cannot be delivered or cannot be delivered on time despite timely reordering, FRICKE shall be entitled to withdraw from the purchase contract.

FRICKE shall notify the customer immediately of the unavailability of the goods and, in the event of cancellation, reimburse any payments made by the customer without delay.

(5) If the customer has purchased several separately usable products in one order, FRICKE shall be entitled to dispatch these in several separate deliveries, whereby the customer shall be informed of the additional shipping costs required as a result.

If one of the products ordered in the online shop is labelled as not in stock and the customer declares his wish for advance delivery of the products in stock being subject of his order, he shall bear the additional shipping costs.

§ 5 Mode and duration of dispatch, insurance and transfer of risk

(1) Unless expressly agreed otherwise, FRICKE shall determine the appropriate mode of dispatch and the transport company at its reasonable discretion.

(2) If the goods are dispatched in accordance with the agreements made with the customer without FRICKE having undertaken any additional installation or assembly work or similar, FRICKE shall only be responsible for the timely and proper delivery of the goods to the transport company and shall not be responsible for any delays caused by the transport company. A dispatch period stated by FRICKE (period between handover by FRICKE  to the transport company and delivery to the customer) is non-binding.

(3) The risk of accidental destruction, accidental damage or accidental loss of the delivered goods shall pass to the customer upon delivery of the goods to the transport company if only the dispatch is owed (para. 2).

(4) FRICKE shall insure the goods against the usual transport risks at its own expense.

§ 6 Retention of title

(1) FRICKE shall retain title to the goods delivered by FRICKE until the purchase price (including VAT and shipping costs) for the goods in question has been paid in full.

(2) The customer is not authorised to dispose of the ownership of the goods delivered and still subject to retention of title ("goods subject to retention of title") without prior written consent. The disposal of the customer's legal position with regard to the reserved goods (so-called expectant right) shall remain permissible as long as the third party is informed of our right of ownership.

(3) The customer shall treat the reserved goods with care.

(4) In the event of seizure of the reserved goods by third parties - in particular by bailiffs - the customer shall draw attention to FRICKE's ownership and inform FRICKE immediately so that it can enforce its ownership rights.

(5) In the event of default of payment, FRICKE shall be entitled to demand the return of the reserved goods, provided that the contract has been cancelled.

§ 7 Warranty/returns

(1) If the delivered goods are defective, FRICKE may choose between remedying the defect or delivering a defect-free item; however, this choice may only be made by notifying the customer in text form (including by fax or e-mail) within five (5) working days of receipt of the notification of the defect at the latest.

(2) If the subsequent fulfilment pursuant to para. 1 fails or is unreasonable for the customer or FRICKE refuses subsequent fulfilment, the customer shall be entitled, in accordance with the applicable law, to withdraw from the purchase contract, to reduce the purchase price or to demand compensation for damages or reimbursement of its futile expenses. However, the special provisions of Clause 9 of SECTION I of these General Terms and Conditions shall apply to the customer's claims for damages.

(3) The warranty period is twelve (12) months from delivery.

(4) The customer must carefully inspect the goods immediately after delivery. The delivered goods shall be deemed to have been approved by the customer if a defect is not reported (i) in the case of obvious defects within three (3) working days of delivery or (ii) otherwise within seven (7) working days of discovery of the defect.

(5) If, despite an agreed return due to a notice of defects, there is no proven warranty case or FRICKE takes back the delivered item as a gesture of goodwill, FRICKE shall be entitled to charge a flat rate of 15% of the value of the goods for the return delivery costs (return costs) and the costs of re-storage.

§ 8 Industrial property rights and copyrights

(1) The customer is granted the non-exclusive right to use the software supplied with the goods in connection with the use of the goods.

(2) The customer is not authorised to make copies of the software, except for the purpose of use in accordance with Clause 8 (1) or for backup purposes.

(3) The customer may only transfer the rights granted to him to the software to a third party if ownership of the relevant product (in particular the hardware product) is transferred to this third party at the same time and the customer does not retain any copies of the software.

(4) FRICKE is under no obligation to disclose the source code of the software.

§ 9 Liability

1. FRICKE's liability for late delivery shall be limited - except in cases of intent or gross negligence - to an amount of 5 % of the respective purchase price (including VAT).

(2) FRICKE shall not be liable (irrespective of the legal grounds) for damages that are not typically to be expected in the normal use of the goods. FRICKE shall also not be liable for damage resulting from loss of data, insofar as this arises from the fact that recovery is not possible or is made more difficult due to missing or inadequate data backup. The above limitations of liability shall not apply in the event of wilful intent or gross negligence.

(3) FRICKE's suppliers are not FRICKE's vicarious agents or assistants. FRICKE shall not be responsible for any fault on their part.

(4) The limitations of this § 9 do not apply to liability for guaranteed characteristics within the meaning of § 444 BGB, for injury to life, limb or health or under the Product Liability Act.

§ 10 Data protection

FRICKE may only process and store the data relating to the respective purchase contracts within the framework of the applicable statutory provisions. The details can be found in the privacy policy available on the website.

§ 11 Applicable law and place of jurisdiction

(1) The purchase contract existing between us and the customer is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods, subject to mandatory international private law provisions.

(2) The place of jurisdiction is Stade.

II. SECTION

PRESENCE BUSINESS

(CONTRACTS OUTSIDE THE WEBSHOPS)

GENERAL PART (Part A)

§ 1 Scope of application, form

(1) SECTION II of the FRICKE GTC shall apply to all business relationships between the companies of the Fricke Group (uniformly referred to as "FRICKE") and their customers, except in the case of purchases in the online shops. 

(2) This SECTION II of the FRICKE GTC shall apply to contracts for the sale and/or delivery of movable goods ("Goods"), motor vehicles and commercial vehicles ("Vehicles") new or used, to repair contracts and to rental contracts for Goods and Vehicles. Unless otherwise agreed, this SECTION II of the FRICKE GTC shall also apply as a framework agreement for similar future contracts in the version valid at the time of the customer's order or, in any case, in the version last communicated to the customer in text form or via an Internet link, without FRICKE having to refer to it again in each individual case.

(3) The FRICKE General Terms and Conditions shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that FRICKE has expressly agreed to their validity.

This requirement of consent shall apply in all cases, for example even if the customer refers to its own general terms and conditions in the context of the contract or order and FRICKE does not expressly object to this.

(4) Individual agreements and details in the respective order confirmation shall take precedence over the FRICKE GTC.

(5) Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting of deadlines, notification of defects, cancellation or reduction) must be made in writing. Written form within the meaning of these FRICKE GTC includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are amended or expressly excluded in these FRICKE GTC.

§ 2 Conclusion of contract

(1) FRICKE's offers are subject to change and non-binding. This shall also apply if FRICKE has provided the customer with technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards), other product descriptions or documents - including in electronic form - to which FRICKE has otherwise reserved its right of ownership and copyright.

(2) The order or purchase order placed by the customer shall be deemed a binding contractual offer. Unless otherwise stated in the order, FRICKE shall be entitled to accept this contractual offer within 4 weeks of its receipt by FRICKE.

(3) Acceptance can be declared to the customer either in writing (e.g. by order confirmation) or by delivery of the goods, the vehicles or the start of repair work.

(4) FRICKE reserves the right to make changes to the design or shape, deviations in colour and changes to the scope of delivery on the part of the manufacturer during the delivery period, provided that the changes or deviations are reasonable for the Buyer, taking into account FRICKE's interests. If FRICKE or the manufacturer uses symbols or numbers to designate the order or the ordered object of purchase, no rights can be derived from this alone.

§ 3 Delivery/completion period and delay in delivery

(1) The delivery or completion period shall be agreed individually or specified by FRICKE upon acceptance of the order/contract. Delivery or completion deadlines are always approximate. They shall only be binding if FRICKE has given a written guarantee that they will be met.

(2) If FRICKE is unable to meet binding delivery or completion deadlines for reasons for which FRICKE is not responsible, for example because parts have not been delivered by upstream suppliers or have not been delivered on time, or personnel are absent for reasons for which FRICKE is not responsible (non-availability of the service), FRICKE shall inform the customer of this immediately and at the same time notify the customer of the expected new delivery or completion deadline. If the service is also not available within the new delivery or completion period, FRICKE shall be entitled to withdraw from the contract in whole or in part; FRICKE shall immediately reimburse any consideration already paid by the customer. A case of non-availability of the service in this sense shall be deemed to be, in particular, the failure of FRICKE's suppliers to deliver to FRICKE in good time, if FRICKE has concluded a congruent hedging transaction or if neither FRICKE nor the supplier used is at fault or if FRICKE's personnel are absent for reasons for which FRICKE is not responsible. 

(3) The occurrence of a delay in delivery or performance shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the customer is required. If FRICKE is in default of delivery or performance, the customer may demand lump-sum compensation for the damage caused by the delay. The liquidated damages shall amount to 0.5% of the net price (delivery or repair value) for each completed calendar week of delay, but shall not exceed a total of 5% of the delivery or repair value of the goods delivered or completed late. FRICKE reserves the right to prove that the customer has suffered no loss or only a significantly lower loss than the above lump sum. The customer may not demand any further compensation.

(4) The rights of the customer pursuant to § 8 of this SECTION II of the FRICKE GTC and the statutory rights of FRICKE, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent fulfilment), shall remain unaffected.

§ 4 Delivery, transfer of risk, acceptance, default of acceptance

(1) Deliveries and services shall be provided at the registered office of the FRICKE company commissioned. This is also the place of fulfilment for the delivery and/or service and the place of fulfilment for any subsequent performance. At the customer's request and expense, the subject matter of the contract shall be dispatched or transported to another destination. Unless otherwise agreed, FRICKE shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself.

(2) The Buyer shall be obliged to accept the object of purchase within 14 days of receipt of the notification of availability. In the event of non-acceptance, FRICKE may exercise its statutory rights. If FRICKE demands compensation, this shall amount to 15 % of the purchase price. The compensation shall be set higher or lower if FRICKE proves that the damage was higher or if the Buyer proves that the damage was lower or that no damage was incurred at all.

(3) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest when the subject matter of the contract is handed over. If the subject matter of the contract is shipped to another destination at the customer's request, the risk of accidental loss and accidental deterioration of the subject matter of the contract as well as the risk of delay shall already pass upon handover of the subject matter of the contract to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. If the customer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

(4) If the customer is in default of acceptance, fails to co-operate or if FRICKE's delivery and/or service is delayed for other reasons for which the customer is responsible, FRICKE shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

§ 5 Prices and terms of payment

1. Unless otherwise agreed in individual cases, or unless otherwise stated in the special conditions of this SECTION II of the FRICKE GTC, the current prices at the time of conclusion of the contract shall apply, ex place of business of the contracting company of the FRICKE Group, plus statutory VAT.

(2) In the case of shipping transactions (§ 4 (1)), the customer shall bear the costs of transport from the place of fulfilment (registered office of the FRICKE company) and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall be borne by the customer.

(3) The agreed price for the goods and services shall be due and payable within 12 days of invoicing and delivery or acceptance of the service. However, FRICKE shall be entitled at any time, even in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. A corresponding reservation must be declared with the order confirmation at the latest.

(4) The customer shall be in default upon expiry of the above payment deadline. During the period of default, interest shall be charged on the contract price at the applicable statutory default interest rate. FRICKE reserves the right to claim further damages caused by default. FRICKE's claim against merchants for commercial maturity interest (§ 353 HGB) shall remain unaffected.

(5) The customer shall only be entitled to rights of set-off or retention to the extent that its claim has been recognised by declaratory judgement or is undisputed. In the event of defects in the delivery or service, the customer's counter-rights shall remain unaffected, in particular pursuant to § 7 (6) sentence 2 of these FRICKE GTC.

(6) If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that the claim to the contract price is jeopardised by the customer's inability to pay, FRICKE shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB).

In the case of contracts for the manufacture of non-fungible goods (customised products), FRICKE may declare its withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

§ 6 Retention of title

(1) FRICKE shall retain title to the delivered or sold contractual items until full payment of all present and future claims arising from the delivery or service contract with FRICKE - also from other transactions with companies from the FRICKE Group - and/or an ongoing business relationship (secured claims). In the case of repair orders, this applies in particular to spare or replacement parts supplied and installed.

(2) The goods and vehicles subject to retention of title may not be pledged to third parties or assigned as security before the secured claims have been paid in full. The customer must notify FRICKE immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to FRICKE (e.g. by way of attachment).

(3) If the customer acts in breach of contract, in particular in the event of non-payment of the contract price due, FRICKE shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods and/or the vehicle on the basis of the retention of title. The demand for return does not at the same time include a declaration of cancellation; FRICKE shall rather be entitled to demand only the return of the goods/vehicle and reserve the right to cancel the contract. If the customer fails to pay the contract price due, FRICKE may only assert these rights if FRICKE has previously set the customer a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.

(4) The customer is authorised to resell and/or process the goods/vehicles subject to retention of title in the ordinary course of business until revoked in accordance with (c) below. In this case, the following provisions shall apply in addition.

(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of FRICKE's goods, whereby FRICKE shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains in force, FRICKE shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered subject to retention of title.

(b) The customer hereby assigns to the respective FRICKE company by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of any co-ownership share of FRICKE in accordance with the above paragraph. The company accepts the assignment. The customer's obligations set out in paragraph 2 shall also apply with regard to the assigned claims.

(c) In addition to FRICKE, the customer shall remain authorised to collect the claim. FRICKE undertakes not to collect the claim as long as the customer fulfils its payment obligations to FRICKE, there is no deficiency in its ability to pay and FRICKE does not assert the retention of title by exercising a right in accordance with paragraph 3.

If this is the case, however, FRICKE may demand that the customer informs FRICKE of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, FRICKE shall also be entitled to revoke the customer's authorisation to resell and process the goods subject to retention of title.

(d) If the realisable value of the securities exceeds FRICKE's claims by more than 10%, we shall release securities of FRICKE's choice at the customer's request.

§ 7 Claims for defects by the customer

(1) The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation/repairs or defective instructions), unless otherwise specified below or in the Special Terms and Conditions. In all cases, the special statutory provisions on the reimbursement of expenses in the event of final delivery of the newly manufactured goods to a consumer (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 (5), 327u BGB) shall remain unaffected, unless equivalent compensation has been agreed, e.g. as part of a quality assurance agreement.

(2) The basis of FRICKE's liability for defects is above all the agreement reached on the quality and intended use of the goods and/or vehicles (including accessories and instructions). All product descriptions and manufacturer's specifications which are the subject of the individual contract or which were made public by FRICKE (in particular in catalogues or on the Internet homepage) at the time the contract was concluded shall be deemed to be an agreement on quality in this sense. The agreements in the respective contract shall be authoritative. The customer shall be obliged to provide evidence of any additional agreements. Insofar as the quality was not agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (Section 434 (3) BGB). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the labelling of the goods, shall take precedence over statements made by other third parties.

(3) In the case of goods with digital elements or other digital content, FRICKE shall only be liable for the provision and, if applicable, updating of the digital content if this is expressly stated in a quality agreement pursuant to para. 2. FRICKE accepts no liability for public statements made by the manufacturer or other third parties.

(4) FRICKE shall not be liable for defects which the customer is aware of or is grossly negligent in not being aware of when the contract is concluded (§ 442 BGB). Furthermore, the customer's claims for defects presuppose that he has fulfilled his statutory duties of inspection and notification (§§ 377, 381 HGB). In the case of spare parts or consumables and other goods intended for installation, filling or other further processing, an inspection must always be carried out immediately before processing/filling. If a defect is discovered during delivery, inspection or at any later time, FRICKE must be notified immediately in writing. In any case, obvious defects must be reported in writing within three working days of delivery and defects not recognisable during the inspection must be reported in writing within the same period from discovery. If the customer fails to properly inspect the goods and/or report defects, FRICKE shall not be liable for the defect not reported or not reported on time or not reported properly in accordance with the statutory provisions. In the case of goods intended for fitting, mounting or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations; in this case, the customer shall in particular not be entitled to claim compensation for the corresponding costs ("removal and installation costs").

(5) If the delivered item is defective, FRICKE may initially choose whether to provide subsequent fulfilment by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). If the type of subsequent fulfilment chosen by FRICKE is unreasonable for the customer in an individual case, the customer may reject it. The right to refuse subsequent fulfilment under the statutory conditions remains unaffected.

(6) FRICKE shall be entitled to make the subsequent fulfilment owed dependent on the customer paying the consideration due. However, the customer shall be entitled to retain a reasonable part of the contract price in proportion to the defect.

(7) The customer shall give FRICKE the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the defective goods/vehicle for inspection purposes. In the event of a replacement delivery, the customer must return the defective item at FRICKE's request in accordance with the statutory provisions. Subsequent performance shall not include the dismantling, removal or uninstallation of the defective item or the installation, fitting or installation of a defect-free item if FRICKE was not originally obliged to perform these services; the customer's claims for reimbursement of corresponding costs ("dismantling and installation costs") shall remain unaffected.

(8) FRICKE shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, dismantling and installation costs, in accordance with the statutory provisions and these FRICKE GTC, if a defect actually exists. Otherwise, FRICKE may demand reimbursement from the customer of the costs arising from the unjustified request to remedy the defect if the customer knew or was negligently unaware that there was in fact no defect.

(9) If, in the event of a return, it becomes apparent that the alleged claims for defects are unjustified or if the return of the purchased item is made as a gesture of goodwill on the part of FRICKE, FRICKE shall be entitled to charge a flat rate of 15% of the purchase price for the return and storage costs. The customer shall be entitled to provide evidence of lower costs.

(10) In urgent cases, e.g. if operational safety is jeopardised or to prevent disproportionate damage, the customer shall have the right to remedy the defect itself and to demand compensation from FRICKE for the expenses objectively necessary for this purpose. FRICKE must be notified immediately, if possible in advance, of any such self-remedy. The right of self-remedy shall not apply if FRICKE would be entitled to refuse subsequent fulfilment in accordance with the statutory provisions.

(11) If a reasonable deadline to be set by the customer for subsequent fulfilment has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the contract or reduce the contract price according to the statutory provisions. In the case of an insignificant defect, however, there is no right of cancellation.

(12) Claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with § 8, even in the case of defects, and are otherwise excluded.

§ 8 Other liability

(1) Unless otherwise stipulated in these FRICKE AG including the following provisions, FRICKE shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) FRICKE shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. FRICKE shall not be liable for the fault of upstream suppliers or manufacturers within the scope of liability for vicarious agents. Any statutory product liability of FRICKE shall remain unaffected. In the event of simple negligence, FRICKE shall only be liable, subject to statutory limitations of liability (e.g. care in its own affairs; insignificant breach of duty), for

a) for damages resulting from injury to life, body or health,

b) for damages arising from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, liability is limited to compensation for foreseeable, typically occurring damages.

(3) The limitations of liability resulting from paragraph 2 shall also apply to third parties and in the event of breaches of duty by persons (including in their favour) whose fault FRICKE is responsible for in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the customer under the Product Liability Act.

(4) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if FRICKE is responsible for the breach of duty.

The customer's free right of cancellation (in particular pursuant to Sections 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 9 Statute of limitations

(1) Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) If the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory regulation (§ 438 Para. 1 No. 2 BGB). Other special statutory provisions on the limitation period remain unaffected (in particular § 438 Para. 1 No. 1, Para. 3, §§ 444, 445b BGB).

(3) The above limitation periods shall also apply to contractual and non-contractual claims for damages by the customer which are based on a defect in the goods or the vehicle, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the customer pursuant to § 8 para. 2 sentence 1 and sentence 2(a) and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 10 Data protection

Data processing is carried out for contract fulfilment and direct advertising and is based on Art. 6 Para. 1 b), f) GDPR. The data is only passed on to third parties within the scope of and for the purpose of providing credit information to corresponding credit agencies. The data will be deleted as soon as it is no longer required for the fulfilment of the purpose. The customer can object to the use of their data for the purpose of direct advertising at any time and is entitled to request information about the data stored by FRICKE and to request the correction or deletion of the data. In addition, the customer has the right to lodge a complaint with the supervisory authority (State Commissioner for Data Protection).

§ Section 11 Severability clause

Should individual provisions of this SECTION II of the FRICKE GTC (Part A or Part B) be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply accordingly in the event that the contract proves to be incomplete.

§ 12 Choice of law and place of jurisdiction

(1) This SECTION II of the FRICKE GTC and the contractual relationship between FRICKE and the customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of the respective FRICKE company concluding the contract. The same shall apply if the customer is an entrepreneur within the meaning of § 14 BGB. In all cases, however, FRICKE shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these FRICKE GTC, at the customer's general place of jurisdiction or before the courts of Stade. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

SPECIAL PART (Part B)

A. COMMERCIAL CUSTOMERS- Special conditions for the delivery of new and used power tools, agricultural machinery, (commercial) vehicles, equipment and consumer goods as well as construction machinery to commercial customers.

§ 1 Conclusion of contract

(1) All agreements made between FRICKE and the customer must be set out in writing in the respective supply contract. This shall also apply to collateral agreements and warranties. Subsequent amendments to the contract which are agreed verbally must be set out in writing in good time and added to the supply contract.

(2) Details in the descriptions provided to the customer regarding the scope of delivery, appearance, performance, dimensions, weights, consumption of operating materials and operating costs shall only form part of the contract if reference is made to them in the contractual documents. FRICKE reserves the right to make changes to the design or shape, deviations in colour and changes to the scope of delivery on the part of the manufacturer during the delivery period, provided that the changes or deviations are reasonable for the customer, taking into account FRICKE's interests. If FRICKE or the manufacturer uses symbols or numbers to designate the order or the ordered object of purchase, no rights can be derived from this alone.

§ 2 Prices and payment

(1) In the case of contractual items in stock or immediately available, the price stated in FRICKE's order confirmation shall be fixed. In the absence of a special agreement, the price shall be ex FRICKE's warehouse or, in the case of despatch from the manufacturer's works, ex works. The price does not include delivery and shipping costs or any authorisation costs. The prices do not include the applicable value added tax.

(2) In the case of contractual items that FRICKE must order or manufacture itself (authorised dealer business), i.e. contractual items sold with a delivery period, FRICKE shall be entitled, in particular but not exclusively, in the event of a strain on the supply chains due to epidemics, pandemics, unrest or war and warlike circumstances, to increase the price or remuneration in the event of an increase in material production and/or material and/or product procurement costs, wage and ancillary wage costs, social security contributions as well as energy costs and costs due to environmental regulations and/or currency fluctuations and/or changes in customs duties. FRICKE shall be entitled to increase the price or remuneration accordingly in the event of an increase in material production and/or material and/or product procurement costs, wage and ancillary wage costs, social security contributions and energy costs and costs due to environmental regulations and/or currency fluctuations and/or changes in customs duties, and/or freight rates and/or public charges, if these directly or indirectly affect the goods production or procurement costs or costs of the contractually agreed services. An increase is excluded insofar as the cost increase for individual or all of the aforementioned factors is cancelled out by a cost reduction for other of the aforementioned factors in relation to the total cost burden of the delivery. If the aforementioned cost factors are reduced without the cost reduction being offset by an increase in other of the aforementioned cost factors, the cost reduction shall be passed on to the customer in the form of a price reduction. If the new price after the aforementioned price adjustment right is 10% or more above the original price, the customer is entitled to withdraw from contracts that have not yet been completely fulfilled. However, the customer may only exercise this right immediately after notification of the price increase. If, by way of exception, FRICKE has to bear the freight costs in accordance with the contract, the customer shall bear the additional costs that can be proven to result from an increase in the standard market freight prices after conclusion of the contract. FRICKE shall provide evidence of this in the form of at least two quotations from freight forwarders.

(3) In the absence of a special agreement, payment shall be made upon delivery or provision and receipt of the invoice without any deduction within 12 days free FRICKE's paying agent. This shall not affect the customer's rights of retention under § 320 BGB. Promised discounts shall only apply in the event that the customer is not in arrears with the payment of earlier deliveries.

(4) If the customer fails to pay the due purchase price and prices for ancillary services or fails to pay them in accordance with the contract, FRICKE may rescind the contract and/or claim damages in lieu of performance in the event of culpable breach of duty by the customer if it has unsuccessfully set the customer a reasonable deadline for performance, unless the setting of a deadline is dispensable in accordance with the statutory provisions. If FRICKE is entitled to compensation instead of performance and takes back the object of purchase, FRICKE and the customer agree that FRICKE shall reimburse the usual sales value of the object of purchase at the time of taking it back. At the customer's request, which can only be expressed immediately after taking back the object of purchase, a publicly appointed and sworn expert, e.g. from Deutsche Automobil Treuhand GmbH (DAT), shall determine the usual sales value at the customer's discretion. The customer shall bear the necessary costs of taking back and realising the object of purchase. The realisation costs amount to 5% of the usual sales value without proof. They shall be set higher or lower if FRICKE proves higher costs or the customer proves that lower costs or no costs at all were incurred.

§ 3 Takeover

(1) The customer is obliged to accept the object of purchase within 14 days of receipt of the notification of availability.

(2) In the event of non-acceptance, FRICKE may exercise its statutory rights. If FRICKE demands compensation, this shall amount to 15 % of the purchase price. The compensation shall be set higher or lower if FRICKE proves that the damage was higher or the customer proves that the damage was lower or that no damage was incurred at all.

§ 4 Delivery periods and delay

(1) The delivery period agreed in accordance with Part A § 3 shall be extended appropriately in the event of measures within the scope of lawful industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles which are beyond the control of FRICKE or its vicarious agents, insofar as such obstacles can be proven to have an influence on the delivery of the sold item.

(2) The same shall apply if FRICKE is not supplied on time. FRICKE shall be entitled to withdraw from the contract if the manufacturer or upstream supplier fails to deliver to FRICKE. However, this shall not apply if FRICKE is responsible for the non-delivery (e.g. default of payment).

(3) Compliance with the delivery period requires the fulfilment of the customer's contractual obligations.

(4) FRICKE shall not be liable for deliveries delayed or omitted (impossibility) due to the fault of its sub-supplier - with the exception of fault in selection or supervision. Sentence 1 shall not apply if the relationship between FRICKE and the customer is governed by the law on contracts for work and services.

(5) If the customer defaults on his payment obligation, default interest of 9% above the respective base interest rate p.a. (§ 247 BGB) shall be charged. FRICKE reserves the right to claim higher damages caused by default. In the event that FRICKE claims higher damages caused by default, the customer shall have the opportunity to prove that the claimed damages caused by default were not incurred or were at least significantly lower.

§ 5 Notice of defects and liability for defects

Part A § 7 is supplemented as follows:

(1) FRICKE excludes its liability for damage to used contractual items unless a guarantee has been given for the quality or a defect has been fraudulently concealed. The exclusion of liability shall not apply to claims for damages of any kind if FRICKE, its legal representatives or vicarious agents have breached their obligations through gross negligence or wilful intent, or to claims for damages in the event of injury to life, limb or health or in the event of a breach of material contractual obligations if the obligations have been breached through negligence; in these cases, liability shall be limited to foreseeable damage typical of the contract.

(2) In the case of new and used contractual items, no warranty is assumed for damages that have arisen for the following reasons:

Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, neglected maintenance work if this is usual and/or recommended by the manufacturer, normal wear and tear - in particular of wearing parts -, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable building ground, chemical, electronic or electrical influences, insofar as they are not attributable to a fault on the part of FRICKE.

(3) Claims for defects for replacement parts and repairs shall become time-barred after 12 months. The period for liability for defects in the delivery item shall be extended by the duration of the interruption of use caused by the repair work.

(4) FRICKE shall not be liable for the consequences of any improper modifications or repair work carried out by the customer or third parties without FRICKE's prior authorisation.

(5) If a repair or replacement delivery to be performed by FRICKE fails despite several attempts, the customer may withdraw from the contract (cancellation) or demand a corresponding reduction of the remuneration (reduction). Taking into account the burden on the customer and the complexity of the defect, FRICKE shall normally be given two opportunities for subsequent fulfilment within a reasonable period of time.

B. CONSUMERS -Special conditions for the supply of new and used power tools, agricultural machinery, vehicles, equipment and consumer goods as well as construction machinery to consumers

§ 1 Scope of application

The following terms of delivery apply to all contracts, deliveries and other services, including all consultancy services that are not the subject of a separate consultancy contract, unless they are amended or excluded with the express written consent of FRICKE. They apply to contracts concluded with customers who are consumers within the meaning of Section 13 of the German Civil Code (BGB). Full-time or part-time farmers who generate income from their activities are not consumers within the meaning of the law and these special terms and conditions.

The above SECTION II Part B: A. COMMERCIAL CUSTOMERS - Special conditions for the delivery of new and used power tools, agricultural machinery, (commercial) vehicles, equipment and consumer goods as well as construction machinery to commercial customers shall apply, unless otherwise specified below.

§ 2 Consumer arbitration

FRICKE does not participate in consumer arbitration proceedings under the Consumer Dispute Resolution Act.

§ 3 Notice of defects and liability for defects

FRICKE shall be liable for defects as follows:

(1) The customer must inspect the goods received immediately upon arrival for quantity, quality and warranted characteristics.

(2) Goods which prove to be unusable or significantly impaired in their usability as a result of a circumstance occurring prior to the transfer of risk - in particular due to faulty design, poor materials or defective workmanship - shall be repaired or replaced free of charge at the customer's discretion. FRICKE may reject the type of subsequent fulfilment chosen by the customer if FRICKE is thereby burdened with costs which would not have arisen if a different choice had been made, provided that this is not detrimental to the customer. Replaced parts shall become the property of FRICKE.

(3) The customer's right to assert claims arising from defects shall expire in accordance with the statutory provisions from the transfer of risk.

(4) No warranty is given for damage caused by the following reasons: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, neglected maintenance work if this is usual and/or recommended by the manufacturer, normal wear and tear - in particular of wearing parts -, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable building ground, chemical, electronic or electrical influences, insofar as they are not attributable to a fault on the part of FRICKE.

(5) In the event of rectification of defects, the customer shall set FRICKE a reasonable deadline for the necessary work. Only in urgent cases where operational safety is jeopardised and to prevent disproportionately large damage, in which case FRICKE must be notified immediately, or if FRICKE is in default with the rectification of the defect, shall the customer have the right to have the defect rectified by a third party and to demand reimbursement of the necessary costs from FRICKE.

(6) Claims for defects for replacement parts and repairs shall become time-barred in accordance with the statutory provisions. The period for liability for defects in the delivery item shall be extended by the duration of the interruption of use caused by the repair work.

(7) FRICKE shall not be liable for the consequences of any improper modifications or repair work carried out by the customer or third parties without FRICKE's prior authorisation.

(8) If a repair or replacement delivery to be performed by FRICKE fails despite several attempts, the customer may withdraw from the contract (cancellation) or demand a corresponding reduction in the remuneration (reduction). Taking into account the burden on the customer and the complexity of the defect, FRICKE shall normally be given two opportunities for subsequent fulfilment within a reasonable period of time.

(9) SECTION II Part A § 8 applies to claims for damages.

§ 4 Place of fulfilment, place of jurisdiction

The statutory provisions shall apply with regard to the place of fulfilment or the place of jurisdiction.

C. COMMERCIAL CUSTOMERS - Special conditions for the performance of maintenance work, repairs and servicing on power tools, agricultural machinery, vehicles, equipment and consumer goods as well as construction machinery of commercial customers

§ 1 Conclusion of contract/general

(1) The services to be provided must be described in the order form or the letter of confirmation, at least in keywords. Changes or extensions to the repair order can also be made verbally, but are only binding if confirmed in writing. If the value of the change or extension exceeds 10% of the originally estimated costs of the order, FRICKE shall send a letter of confirmation in the event of a verbal agreement.

(2) Unless otherwise agreed, the repair work shall be carried out in FRICKE's workshop (place of fulfilment).

(3) The order includes the authorisation to place subcontracts, carry out test drives and - if necessary - transfer drives.

(4) If the item to be repaired is registered in accordance with the German Road Traffic Licensing Regulations (StVZO), the customer shall provide FRICKE with the registration certificate Part I when placing the order.

§ 2 Cost estimate, costs for orders not carried out

(1) If a cost estimate with binding prices is requested before the order is executed, this must be expressly stated. Such a cost estimate shall only be binding if it is submitted in writing and designated as binding. The customer may be charged for the services provided for the submission of a cost estimate; this applies in particular if work has been carried out on the device/vehicle to be repaired (troubleshooting, etc.) in this context. In the event that an order is placed, services charged for in the course of submitting the cost estimate shall not be charged again.

(2) The customer shall be invoiced for the costs incurred and to be documented (troubleshooting time = working time). If an order cannot be carried out for reasons for which FRICKE is not responsible, the customer shall nevertheless bear the costs incurred. This applies in particular

(a) if the fault in question did not occur during the inspection;

(b) the customer culpably misses the agreed deadline;

(c) the order was cancelled during execution in accordance with § 648 BGB without this being due to circumstances for which FRICKE is responsible.

(3) Value added tax must be shown or added to the prices stated in the order letter and in the cost estimate.

§ 3 Completion

(1) FRICKE is obliged to adhere to a completion date specified in writing as binding. However, this deadline shall be extended accordingly in the event of additional and extension orders placed at a later date or in the event of necessary additional repair work. The same shall apply if the extension is reasonable for the customer. FRICKE shall inform the customer of the new completion date.

(2) If FRICKE fails to meet a binding completion date agreed in writing for more than 36 hours for reasons for which it is responsible, it shall, at the customer's request, provide the customer with a replacement machine or vehicle of equivalent value free of charge for the period of delay or reimburse 80% of the costs of hiring an equivalent replacement machine or vehicle. A completion date bindingly agreed in writing shall only be deemed a fixed date within the meaning of Section 323 (2) No. 2 BGB if the customer declares when placing the order that he is no longer interested in the service after the agreed date. If the completion date cannot be met as a result of force majeure or serious, unforeseen operational disruptions for which FRICKE is not responsible, such as lawful strikes, lockouts, absence of labour or supplies for which FRICKE is not responsible, FRICKE shall not be liable for damages. FRICKE shall, however, be obliged to inform the customer of such delays insofar as this is possible and reasonable. The same shall apply if completion is considerably delayed as a result of additional and replacement orders or as a result of necessary additional repair work. These provisions shall not constitute a restriction of FRICKE's obligation to carefully select skilled labour and subcontractors. A statutory right of cancellation shall also remain unaffected.

§ 4 Acceptance

(1) Unless otherwise agreed, acceptance of the subject matter of the order by the customer shall take place at FRICKE's authorised premises. If the customer requests acceptance and handover at a different location, this shall take place at the customer's expense and risk. FRICKE shall take the necessary care during the transfer.

(2) The customer shall be in default of acceptance (default of acceptance) if he does not collect the object of the order within one week of notification of completion, handover or sending of the invoice. In the case of repair work that is agreed to be carried out within one working day, the period shall be reduced to two days.

(3) In the event of default of acceptance, FRICKE may charge the customary local storage fee for the subject matter of the order. At FRICKE's discretion, the subject matter of the order may also be stored elsewhere under the usual conditions. The costs and risks of storage shall be borne by the customer.

§ 5 Calculation of the order

(1) FRICKE shall be entitled to demand a reasonable advance payment when placing the order. The amount of the advance payment shall be based on the expected time required and the value of the materials to be procured.

(2) When invoicing for repairs, the prices for spare parts, materials and special services used as well as the prices for labour services shall be shown separately in the cost estimate and in the invoice as requested by the customer. If the order is executed on the basis of a binding cost estimate, a reference to the cost estimate shall suffice, whereby only additional work shall be listed separately.

(3) Prices are quoted net. Any additional statutory value added tax shall be borne by the customer.

(4) Unless otherwise agreed, payment for the repair work shall be due immediately upon acceptance, but at the latest within one week of receipt of the notice of completion and handover or sending of the invoice.

(5) Offsetting against counterclaims is excluded unless the counterclaim is recognised by FRICKE, a legally binding title exists or the counterclaim is undisputed. This shall not apply to counterclaims and claims of the customer arising from the same order.

(6) If the customer is in default of payment, FRICKE shall be entitled to charge default interest on the invoice amount due at 9% p.a. above the base interest rate (§ 247 BGB). Interest on arrears shall be set at a higher rate if FRICKE can prove that a higher interest rate has been charged. It shall be lower if the customer can prove that the interest rate is lower.

§ 6 Rights of lien and retention

FRICKE shall be fully entitled to the statutory rights of lien and retention.

§ 7 Defect rights of the customer

(1) If the customer accepts the subject matter of the contract despite being aware of a defect, he shall only be entitled to warranty claims to the extent described below if he reserves the right to do so upon acceptance.

(2) The warranty period is 12 months from the date of acceptance.

(3) Obvious defects must be reported to FRICKE in writing immediately after their discovery and must be described in detail.

(4) Furthermore, no warranty for defects is accepted for damage caused by the following reasons: Unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, failure to carry out maintenance work if this is recommended by the manufacturer, normal wear and tear - in particular of wearing parts -, incorrect or negligent handling, unsuitable operating materials, replacement materials, chemical, electronic or electrical influences, insofar as they are not attributable to a fault on the part of FRICKE.

(5) The rectification of defects covered by the warranty shall be carried out at FRICKE's expense at its premises. FRICKE shall not bear any towing costs.

(6) If FRICKE culpably performs the repair or rework in a defective manner, the customer shall be entitled to demand the provision of a replacement machine or vehicle free of charge or reimbursement of 80 % of the costs for the hire of an equivalent replacement machine or vehicle.

Further claims for damages are excluded - except in cases of intent or gross negligence. The provision in Part A § 8 remains unaffected.

(7) If the rectification of defects fails several times - usually twice - the customer may demand a reduction in payment or cancellation of the contract.

(8) The rectification of a defect covered by the warranty in another specialised workshop requires the prior consent of FRICKE. An exception applies in the case of urgent emergencies; in this case, FRICKE must be notified immediately, stating the name and address of this specialised workshop. In any case, the customer must have it included in the order form that the defect is to be rectified by FRICKE and that these removed parts are to be kept available for a reasonable period of time. FRICKE shall be obliged to reimburse the repair costs demonstrably incurred by the customer. The customer is obliged to endeavour to keep the costs of remedying the defect as low as possible.

(9) No liability is accepted for damage that is not reported immediately by the customer.

(10) The customer must assert claims for material defects with FRICKE; in the case of verbal complaints, FRICKE shall provide the customer with a written confirmation of receipt of the complaint.

(11) Claims for damages are governed by Part A § 8.

D. CONSUMER - Special conditions for the performance of maintenance, repair and servicing work on power tools, agricultural machinery, vehicles, equipment and consumer goods as well as construction machinery for consumers.

§ 1 Scope of application

The following Terms and Conditions of Repair apply to all contracts, deliveries and other services, including all consultancy services in connection with repairs, maintenance and servicing, unless they are amended or excluded with the express written consent of FRICKE. They apply to contracts concluded with customers who are consumers within the meaning of Section 13 of the German Civil Code (BGB). Full-time or part-time farmers who generate income from their activities are not consumers within the meaning of the law and these special terms and conditions. SECTION II Part B: C. Commercial customers - Special conditions for the performance of maintenance work, repairs and servicing on power tools, agricultural machinery, vehicles, equipment and consumer goods as well as construction machinery of commercial customers shall apply accordingly, unless otherwise stipulated below.

§ 2 Consumer arbitration

FRICKE does not participate in consumer arbitration proceedings under the Consumer Dispute Resolution Act.

§ 3 Notice of defects and liability for defects

The warranty period is based on the statutory provisions

§ 4 Place of fulfilment, place of jurisdiction

The statutory provisions shall apply with regard to the place of fulfilment or the place of jurisdiction.

E. Special conditions for the hire of power tools, agricultural machinery, (utility) vehicles, equipment and consumer goods as well as construction machinery.

§ 1 Conclusion of contract and scope of delivery

(1) Reservations are non-binding. A claim to the provision of the rental object shall only exist upon conclusion of a rental agreement in written or text form.

(2) The rental agreement has been concluded,

(a) by mutual signature of the rental agreement,

(b) if FRICKE has confirmed acceptance of the order for the specified rental item in writing or in text form, or

(c) the handover of the rental object has been completed.

(3) All agreements made between FRICKE and the customer must be set out in writing in the respective rental agreement. This shall also apply to ancillary agreements and assurances. Subsequent amendments to the contract that are agreed verbally shall be promptly set out in writing by the contracting parties and added to the rental contract as an addendum.

(4) Details in the descriptions provided to the customer regarding the scope of delivery, appearance, performance, dimensions, weights, consumption of operating materials and operating costs shall only form part of the contract if reference is made to them in the contract. FRICKE reserves the right to make changes to the design or shape, deviations in colour and changes to the specifications or type of the rental item, provided that the changes or deviations are reasonable for the customer, taking into account FRICKE's interests.

(5) The rental period begins and ends on the contractually agreed date. The rental period may be extended by mutual agreement by mutual declarations in writing or text form. The request for extension must be received by FRICKE in good time before the end of the rental period. In the absence of a separate contractual agreement, the rental period shall be extended until the complete delivery of the rental item to FRICKE or until FRICKE collects the rental item.

§ 2 Handover and transfer of the rental object; scheduled delivery date

(1) FRICKE shall be obliged to make the rental item available to the customer for use for the agreed rental period. The customer's risk shall begin with the handover of the rental item and end with its return to FRICKE.

(2) During the rental period, FRICKE shall be entitled to exchange the rental item for another, comparable rental item (such as a product from another manufacturer with comparable performance characteristics), provided that the other rental item is suitable for the contractually stipulated rental use and purpose and does not conflict with the customer's legitimate interests.

(3) The customer is obliged to pay the agreed rent, to treat the rental object properly and in accordance with the contract and to return it cleaned, ready for use and fully fuelled at the end of the contract.

(4) Depending on the contractual agreement, FRICKE shall keep the rental item ready for collection in perfect, operational and fully fuelled condition with the necessary documentation or shall dispatch it. The risk of transport shall pass to the customer upon collection/dispatch.

(5) If delivery or removal by FRICKE is agreed, the customer shall ensure unhindered access to the place of loading/assembly. In the absence of a special agreement, the route and means of despatch shall be at FRICKE's discretion.

(6) In the event of despatch, the risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the warehouse.

(7) If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the date of the offer of handover.

§ 3 Defects and notification of defects

(1) The customer is entitled to inspect the rented property before the start of the rental period and confirms the condition of the rented property and the scope of the accessories in the handover report. Recognisable defects shall be recorded in the handover report. Hidden defects, damage or malfunctions must be reported to FRICKE in writing or text form as soon as they are discovered.

(2) FRICKE shall remedy at its own expense any defects notified upon delivery or immediately after discovery. The customer must give FRICKE the opportunity to rectify these defects.

(3) After written confirmation by FRICKE, the customer may rectify defects himself or have them rectified. FRICKE shall then bear the necessary costs against presentation of the corresponding receipts.

(4) If FRICKE allows a reasonable period of grace granted to it for the rectification of a defect for which it is responsible or for which it is initially responsible to expire fruitlessly through its own fault or if it does not provide a replacement device within the period of grace, the customer shall be entitled to withdraw from the contract.

(5) The customer's right of cancellation shall also apply in other cases where FRICKE fails to remedy an initial defect or a defect for which it is responsible.

(6) Claims for damages are excluded in the event of slight negligence on the part of FRICKE. SECTION II Part A § 8 shall apply.

(7) The rented items shall be insured by FRICKE unless the contracting parties agree otherwise. If damage caused by the customer is covered by the insurance and there is a deductible, this shall be borne by the customer in the event of damage, insofar as the customer is liable for the damage. Otherwise, the customer shall be liable for any damage to the rental item culpably caused by him, but in the case of insured damage only in the event of gross negligence or wilful intent.

§ 4 Attachment of advertising to rental objects

FRICKE is authorised to affix or have affixed to the rented items advertising for its own purposes and/or those of third parties. The customer is obliged to tolerate this insofar as it does not impair the contractual use of the rented property.

§ 5 Price and payment; right of retention

(1) In the absence of a special agreement, the prices shall apply from the registered office of the renting FRICKE company. Delivery and shipping costs are not included in the price. Fuels and other operating materials shall be borne by the customer. All prices are subject to value added tax at the applicable rate.

(2) In the absence of a special agreement, half of the rent calculated according to operating hours shall be payable in advance without deduction. The remaining amount shall be due for payment eight days after the end of the rental relationship following invoicing by FRICKE. The agreed hire charge shall be payable in full even if the agreed hire periods are not fully utilised. If a device with an hour meter is used beyond the agreed scope, the customer shall be charged additionally in accordance with sentence 1.

(3) This shall not affect the rights of retention to which the customer is entitled under § 320 BGB. Promised discounts shall only apply in the event that the customer is not in arrears with the payment of previous rentals or other contractual relationships existing between FRICKE and the customer.

(4) The offsetting and retention of any counterclaims of the customer that are disputed by FRICKE or have not been recognised by declaratory judgement shall not be permitted. If a justified notice of defects is asserted, payments by the customer may only be withheld to an extent that is in reasonable proportion to the defects that have occurred.

(5) If the customer has provided FRICKE with a security deposit, FRICKE shall be entitled to set off its claims arising from the rental agreement against the claim for repayment of the security deposit upon termination of the rental agreement. Interest shall not be paid on the security deposit.

§ 6 Deadlines and default

(1) Deadlines and dates shall only be binding if they have been expressly designated as such by FRICKE. The period shall commence upon conclusion of the contract, but not before any documents, authorisations and approvals to be provided by the customer have been obtained.

(2) Compliance with the deadline requires the fulfilment of the customer's contractual obligations.

§ 7 Obligations of the customer, right of inspection

The customer is obliged,

(1) to observe the operating instructions and the safety instructions when using the rental item at all times before commissioning the rental item and to contact FRICKE immediately in the event of any queries;

(2) to protect the rental object from overuse in every way;

(3) to ensure proper and professional maintenance and care of the rental object, in particular to use operating materials (water, oils, greases, fuels), cleaning agents etc. only in perfect condition or as expressly prescribed in the operating instructions or by the lessor;

(4) in the event of damage or malfunctions, to take the rented item out of operation immediately if necessary and to await instructions from FRICKE;

(5) to have any necessary repair work incumbent on him carried out immediately and professionally using original or equivalent spare parts at his own expense. The necessary spare parts are to be obtained from FRICKE;

(6) to protect the rental object against theft by enclosing it in a fixed building etc. and to protect it as well as possible against the effects of the weather outside working hours;

(7) to ensure that the rental item is only operated by trained and instructed persons who are physically and mentally capable of doing so. If special licences or permits are required for the operation of the rental item, the customer must ensure that these are available and valid;

(8) FRICKE to allow and facilitate in every way the inspection and examination of the rental object at its own expense after giving prior notice.

§ 8 Rights of FRICKE

(1) If the customer acts in breach of contract, FRICKE shall be entitled to take back the rented item after issuing a reminder and a declaration of cancellation and the customer shall be obliged to surrender it.

(2) The customer shall bear all costs of taking back the rented item.

§ 9 Subletting and special obligations

The customer is not authorised to sublet the rental item or to grant third parties rights to the rental item or to assign rights arising from the rental agreement. Should a third party assert rights to the rented item by seizure, attachment or the like, the customer shall be obliged to inform FRICKE of this immediately. The customer shall inform the third party in writing of FRICKE's ownership.

§ 10 Return of the rental object

(1) The customer must hand over the rental item to FRICKE ready for operation, cleaned and fully fuelled with all accessories or make it available for collection.

(2) If collection by FRICKE has been agreed, the customer shall make the rented item available in good time so that collection is guaranteed within FRICKE's business hours.

(3) If the rented property is not in a condition in accordance with the contract when it is returned and this is due to a breach of the tenant's obligations, the rental period shall be extended by the time normally required to restore the rented property to a condition in accordance with the contract.

(4) If the customer is culpably unable to return the rental item, he shall be obliged to pay compensation. In the case of monetary compensation, the amount required to procure an equivalent device at the agreed place of return and at the time of the compensation payment shall be paid.

(5) The competent police authority must be notified immediately of any loss of or damage to the rented property caused by a criminal offence committed by a third party. Proof of the report must be submitted to FRICKE.

(6) The customer must be informed of the extent of the defects and damage for which the customer is responsible; he must be given the opportunity to inspect the goods.

(7) FRICKE shall inform the customer of the estimated costs of the repair work required to rectify the defects, if possible before the repair work begins.

(8) If there is disagreement about the condition of the rented item and about the repair time and costs, the rented item must be examined by a publicly appointed and sworn expert.

(9) The expert shall prepare a report on this. FRICKE and the customer shall bear the costs of the expert in equal shares.

(10) If the parties cannot agree on the person of the expert, the expert shall be appointed by the Chamber of Crafts in whose district the renting FRICKE company has its registered office.

(11) FRICKE shall be deemed to have recognised the proper return of the rental item if a notice of defects has not been sent to the customer in writing or text form within 14 days of the return or collection of the rental item.

§ 11 Cancellation

The rental agreement concluded for a specific rental period cannot be cancelled by either party. Cancellation for good cause remains unaffected by this. Good cause exists in particular if

(1) FRICKE becomes aware of facts after the conclusion of the contract which reduce the creditworthiness of the customer from a banking point of view and thereby jeopardise the performance of the contract;

(2) the customer does not use the rental item or a part thereof in accordance with the contract or moves it to a location other than that specified in the contract or transfers it to a third party without FRICKE's consent;

(3) in the event of neglect of the obligations incumbent on the customer under § 7 of these Special Terms and Conditions, as a result of which the rented item is significantly jeopardised, provided that the customer has not complied with a previous request by FRICKE to remedy the situation within a reasonable period of time;

(4) the rented item is not handed over to the customer on time and FRICKE is unable to provide an equivalent replacement.

§ 12 Limitation of liability - Compensation

(1) FRICKE's liability shall be governed by the statutory provisions and shall be limited to the damage that is foreseeable for a typical contract. However, it shall be excluded - irrespective of the legal grounds - if there is a non-material breach of duty which was neither intentional nor grossly negligent. This shall not apply if damage to life, limb or health has occurred or if liability insurance cover exists in FRICKE's favour. In this case, FRICKE shall assign its claim against the insurance company to the customer.

(2) Claims to be asserted by the customer against FRICKE shall become time-barred in accordance with the statutory provisions. However, there is a limitation period of six months if FRICKE has rejected a claim by the customer in writing as unfounded.

III. SECTION - EXPORT TRANSACTIONS

§ 1 Scope of application

These following provisions supplement the Special Terms and Conditions for the Sale and Delivery of New and Used Power Tools, Agricultural Machinery, (Commercial) Vehicles, Appliances and Consumer Goods as well as Construction Machinery to Commercial Customers and Consumers (Section II Part A and Part B above). They relate to transactions where the buyer intends to export either directly or indirectly. A direct export is when the buyer himself wishes to export the object of purchase from the EEA ("European Economic Area") to a third country. An indirect export is when the buyer resells the object of purchase to a third person or company who in turn intends to export it to a country outside the EEA. 

§ 2 Agreed quality of the objects of sale

The agricultural machine(s) and other machines and objects sold are intended and equipped for domestic use in Germany. They are free of defects if they comply with the German authorisation regulations and legal requirements for equipment and safety. Suitability of the agricultural machine(s) for use abroad is neither warranted nor agreed. It is pointed out that the agricultural machine(s) sold may not be suitable for use abroad:

• do not comply with the applicable national emissions regulations;
• do not fulfil the regulations applicable in the respective country for warning signs, safety-relevant components, parts and attachments (e.g. lighting, tyres)
• no operating instructions prescribed for the respective country are available.

These problems and other local requirements may mean that the (agricultural) machinery or other objects of sale cannot be authorised, that there is a risk of decommissioning or an operating ban or that the operator abroad is requested by the regulatory authorities to adapt the objects of sale to the respective requirements of the country. The buyer confirms that he has taken note of the aforementioned information and restrictions and will not use these restrictions as an opportunity to assert warranty or guarantee claims against FRICKE and/or the manufacturer of the agricultural machine(s) or other objects of sale. 

§ 3 Indemnification

Should the Buyer or third parties suffer damage to the sales items or other goods as a result of non-compliance with local regulations on authorisation, equipment, safety devices and technical values, FRICKE shall only be liable in the event of intent, personal injury or product liability. In particular, FRICKE assumes neither liability nor responsibility for the fact that the local authorised dealer or service partner of the manufacturer of the items for sale is ready and willing to maintain the items for sale and/or modify them to meet local requirements. Should third parties make claims against FRICKE due to these circumstances, the buyer shall indemnify FRICKE against such claims.

§ 4 Warranty

(4.1.) The Buyer shall be obliged to inspect the (land) machinery and other objects of sale and services rendered immediately to ensure that they are free of defects and to assert any defects in writing without delay, but at the latest within one week of receipt or provision of the service, otherwise claims shall be excluded. This must be done in writing, stating the exact damage and/or defect that has occurred and the exact product description of the faulty or missing parts. Each notification of defects must also include the delivery note or invoice number. Complaints do not entitle the customer to withhold part or all of the invoice amount. Hidden material defects must be reported in writing by the contractual partner immediately after discovery. The date of receipt of the complaint by FRICKE shall be decisive.

(4.2.) At FRICKE's request, the Buyer shall return the rejected goods to FRICKE at its own expense. If the complaint is justified, FRICKE shall reimburse the costs of the most favourable shipping method; this shall not apply if the costs increase because the goods are located at a place other than the place of intended use. In the event of an unjustified notice of defects, FRICKE shall be entitled to demand reimbursement of the expenses incurred from the Buyer (e.g. transport, labour and material costs), unless the lack of defectiveness was not apparent to the contractual partner.

(4.3.) Unless otherwise agreed in writing, the warranty period shall be twelve months. In the case of partial deliveries, the warranty period begins with the handover of the respective part.

(4.4.) FRICKE must be given the opportunity to examine the claimed defect and to recognise it as such. FRICKE shall have the right to decide whether to remedy the defect itself or have it remedied by an authorised third party, as well as whether FRICKE shall have the defective sales items or the defective parts returned to it for subsequent performance, repair the defective items on site or replace the defective parts or the defective agricultural machinery. If the subsequent fulfilment fails, the buyer may withdraw from the contract or demand a reduction in payment. In the event of cancellation, the buyer shall reimburse FRICKE a reasonable fee for use if the goods were still usable despite the defect or were used by the contractual partner.

(4.5.) Claims by the Buyer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded.

(4.6.) A warranty claim does not exist (i) in the case of natural wear and tear; (ii) in the case of the condition of the goods sold which arise after the transfer of risk as a result of improper handling, storage, assembly or installation, non-compliance with installation and handling instructions or the operation of the goods sold together with other devices, elements, systems or accessories which do not originate from the manufacturer of the goods sold and whose compatibility with the goods was not expressly promised by FRICKE in writing or excessive stress or use; (iii) in the event of non-reproducible software errors; (iv) in the event of only minor deviations from the agreed quality or only minor impairment of usability; (v) if the goods are modified by a third party or by the installation of parts of third-party origin or repairs carried out without FRICKE's consent, unless the defect is not causally related to the modification. FRICKE shall not be liable for the quality of the goods based on the design or the choice of material if the Buyer has specified the design or the material. In the absence of an express warranty, FRICKE accepts no liability for a specific intended use.

(4.7.) FRICKE shall not be liable for damage attributable to the respective structural, local, weather-related, physical, optical and technical conditions of the areas surrounding the items for sale, force majeure, improper or excessive operation, operating error, incorrect storage, lack of maintenance, failure to follow instructions or recommendations or damage for which FRICKE is not responsible.

(4.8.) FRICKE shall only be liable for the costs of rectification of defects carried out by the contractual partner itself if this rectification of defects, including the associated costs, has been authorised by FRICKE in writing in advance.

(4.9.) The provisions of this Section 6 shall apply accordingly to defects of title that are not based on the infringement of third-party property rights.

(4.10.) In the event of unjustified assertion of warranty claims, in particular in the event of replacement of the items sold or cancellation, FRICKE shall be entitled to charge the buyer a reasonable fee for use and compensation for the reduction in value of the service, but in the case of entrepreneurs at least 25% of the agreed net remuneration.

(4.11.) The assignment of warranty claims against FRICKE is not permitted.

§ 5 Compliance with export control regulations

(5.1.) The Buyer shall comply with the applicable provisions of national and international (re-)export control law when passing on to third parties the goods for sale purchased from FRICKE or the work and services provided by FRICKE (including technical support of any kind). In any case, the customer shall comply with the (re-)export control regulations of the Federal Republic of Germany, the European Union and the United States of America when passing on such goods, works and services to third parties.

(5.2.) Before passing on the objects of sale purchased from FRICKE or the work and services provided by FRICKE to third parties, the Buyer shall in particular check and take appropriate measures to ensure that

• The Supplier does not violate an embargo of the European Union, the United States of America and/or the United Nations - also taking into account any restrictions on domestic business and any prohibitions on circumvention by such transfer to third parties, by brokering contracts for such (land) machinery, equipment and other goods, works and services or by providing other economic resources in connection with such goods, works and services;
• such sales items, works and services are not intended for a prohibited use or a use requiring authorisation that is relevant to armaments, nuclear technology or weapons technology, unless any necessary authorisations have been obtained;
• -The regulations of all relevant sanctions lists of the European Union and the United States of America regarding business transactions with companies, persons or organisations named therein are complied with.

(5.3.) ("No Russia - Clause)

(5.3.1.) The Buyer may not directly or indirectly export goods to the Russian Federation or for use in the Russian Federation that fall within the scope of Article 12g of Regulation (EU) No. 833/2014.

The Buyer shall use its best endeavours to ensure that the purpose of paragraph (1) is not frustrated by third parties in the further chain of trade, including potential resellers.

(5.3.2. )The buyer shall establish and maintain an appropriate monitoring mechanism to detect behaviour by third parties further down the chain, including potential resellers, that would defeat the purpose of paragraph (1).

(5.3.3) Any breach of paragraphs (1), or (2) shall constitute a material breach of a material term of this Agreement, and FRICKE shall be entitled to seek appropriate remedies.

to request legal remedies, including but not limited to:

(i) termination of the business relationship; and

(ii) in the event of culpable breach, a contractual penalty in the amount of 50% of the total value of the price of the exported goods. The Buyer shall be entitled to prove a lower damage. The amount of the contractual penalty may be subject to judicial review. 

(5.3.4.) The Buyer shall inform FRICKE immediately of any problems in the application of paragraphs (1) or (2), including any relevant activities of third parties, which

which could frustrate the purpose of paragraph (1). The Buyer shall provide FRICKE with information on compliance with the obligations under paragraph (1) or (2) within two weeks of the simple request for such information.

(5.4) If necessary for the performance of export control checks by authorities or by FRICKE, the Buyer shall provide FRICKE immediately upon request with all information about the final recipient, the final destination and the intended use of the sales items delivered by FRICKE or the work and services provided by FRICKE as well as any export control restrictions applicable in this respect.

(5.5) The Buyer shall indemnify FRICKE in full against all claims asserted by authorities or other third parties against FRICKE due to the Buyer's failure to comply with the above obligations under export control law and undertakes to compensate FRICKE for all damages and expenses incurred in this connection.

§ 6 Secrecy

(6.1) All business or technical information originating from FRICKE (including features which may be derived from agricultural machinery or its software, and other knowledge or experience) shall be kept secret from third parties for as long as and insofar as it is not demonstrably in the public domain or has not been designated by FRICKE for resale by the buyer and may only be made available in the buyer's own business to those persons who must necessarily be involved in its use and who are also obliged to maintain secrecy; it shall remain the exclusive property of FRICKE. Such information may not be reproduced or used commercially without the prior written consent of FRICKE. At FRICKE's request, all information originating from FRICKE (including any copies or records made) and any items provided on loan must be returned to FRICKE immediately and in full or destroyed.

(6.2) FRICKE reserves all rights to the information specified in Section 6.1 (including copyrights and industrial property rights such as patents, utility models, semiconductor protection, etc.).

§ 7 Applicable law, place of jurisdiction, miscellaneous

(7.1) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

(7.2) The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship between us and the customer shall be Stade. FRICKE shall be entitled to sue the customer (i) at the registered office of FRICKE's place of business executing the contract, (ii) at the customer's registered office, or (iii) at the place of fulfilment of the delivery obligation. Mandatory exclusive places of jurisdiction shall remain unaffected.

(7.3) Should a provision of this EXPORT clause and the other agreements made be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall be obliged to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.