Terms and Conditions of Sale (as of November 2020)

§1 Applicability

(1) All deliveries, services, and offers of Allison GmbH (hereinafter referred to as “Seller”) are exclusively subject to these General Terms and Conditions. These are part of all contracts that the Seller concludes with its contractual partners (hereinafter referred to as “Customer”) for the deliveries or services offered by the Seller. They also apply to all future deliveries, services, or offers to the Customer, even if not expressly agreed upon again.

(2) The Customer’s or third party’s terms and conditions do not apply, even if the Seller does not explicitly object to their validity in an individual case. Even if the Seller refers to a letter containing or referring to the terms and conditions of the Customer or a third party, this does not constitute an agreement to the validity of those terms.

(3) These General Terms and Conditions do not apply to consumers within the meaning of § 13 of the German Civil Code (BGB).

§2 Offer and Conclusion of Contract

(1) All offers from the Seller are non-binding and subject to change, unless explicitly stated as binding or contain a specific acceptance period. Orders or contracts can be accepted by the Seller within fourteen (14) calendar days after receipt.

(2) The written sales contract, including these General Terms and Conditions, is solely decisive for the legal relationships between the Seller and the Customer. This contract fully reflects all agreements between the parties regarding the subject matter. Oral promises made by the Seller before the conclusion of this contract are legally non-binding, and oral agreements between the parties are replaced by the written contract, unless explicitly stated otherwise.

(3) Amendments and changes to the agreements, including these General Terms and Conditions, require written form to be effective. Except for managing directors or authorized signatories, the employees of the Seller are not authorized to make oral agreements deviating from this. To comply with the written form, telecommunication transmission, especially via email, is sufficient as long as a copy of the declaration is transmitted.

(4) The Seller’s descriptions of the subject of delivery or service (e.g., weights, dimensions, usability, load capacity, tolerances, and technical data) and representations thereof (e.g., drawings and illustrations) are only approximate, unless exact conformity is required for the intended contractual purpose. They are not guaranteed characteristics but descriptions or labels of the delivery or service. Commercial deviations and deviations due to legal regulations or technical improvements are permissible as long as they do not affect the intended contractual use. Characteristics of samples are also only binding if explicitly agreed as the characteristics of the delivery items.

(5) The Seller retains ownership or copyright of all offers, cost estimates, and other documents such as drawings, illustrations, calculations, brochures, catalogs, and other tools provided to the Customer. The Customer may not make these items available to third parties, disclose them, use or duplicate them, either by themselves or through third parties, without the Seller’s explicit consent; offers and order confirmations are also considered business secrets as defined in § 2 (1) of the Trade Secrets Protection Act. Upon request, the Customer must return these items to the Seller and destroy any copies made if they are no longer needed in the ordinary course of business or if negotiations do not result in the conclusion of a contract. This does not apply to the electronic storage of data for normal data backup purposes.

§3 Prices and Payment

(1) The prices apply to the scope of services and deliveries specified in the order confirmations. Additional or special services will be charged separately. Prices are quoted in EURO ex-works, excluding packaging, shipping, transport, statutory VAT, customs duties, fees, and other public charges unless otherwise agreed in individual contracts.

(2) If the agreed prices are based on the Seller’s list prices and delivery is to take place more than four months after the conclusion of the contract, the list prices valid at the time of delivery (minus any agreed percentage or fixed discount) will apply.

(3) Invoice amounts are to be paid immediately without any deductions unless otherwise agreed in writing. The date of payment is determined by the receipt of payment by the Seller. Payment by check is excluded unless separately agreed in an individual case. If the Customer does not pay when due, the outstanding amounts will be charged interest at a rate of 5% per annum from the due date; claims for higher interest and further damages in the case of delay remain unaffected.

(4) Offsetting with counterclaims or withholding payments due to such claims is only permissible if the counterclaims do not arise from other legal relationships between the Customer and the Seller or are undisputed, acknowledged, or legally established.

(5) The Seller is entitled to execute pending deliveries or services only upon advance payment or security if circumstances arise after the conclusion of the contract that significantly reduce the Customer’s creditworthiness and endanger the payment of the Seller’s outstanding claims from the respective contractual relationship (including other individual orders under the same framework agreement).

§4 Delivery and Delivery Time

(1) Deliveries are made ex works or warehouse.

(2) The Seller’s indicated delivery periods and dates are always approximate unless a fixed period or date is explicitly agreed. If shipment is agreed, the delivery periods and dates refer to the time of handover to the carrier or other third parties responsible for transportation.

(3) The Seller may request an extension of delivery and performance deadlines or a postponement of delivery and performance dates for the period in which the Customer fails to fulfill its contractual obligations to the Seller.

(4) The Seller is not liable for the impossibility of delivery or delays caused by force majeure or other unforeseeable events (e.g., operational disruptions of any kind, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, lack of workforce, energy or raw materials, difficulties in obtaining necessary governmental permits, governmental measures, or delayed, incorrect, or untimely deliveries by suppliers).

(5) The Seller is entitled to partial deliveries if:

• The partial delivery is usable for the Customer within the contractual purpose,
• The delivery of the remaining ordered goods is ensured, and
• The Customer does not incur significant additional costs (unless the Seller agrees to bear these costs).

(6) If the Seller delays a delivery or performance or if a delivery or performance becomes impossible for any reason, the Seller’s liability for damages is limited according to § 8 of these Terms and Conditions.

§5 Place of Fulfillment, Shipping, Packaging, Transfer of Risk

(1) The place of fulfillment for all obligations arising from the contractual relationship is Frankenthal, unless otherwise stated.

(2) The mode of shipment and packaging is at the Seller’s discretion.

(3) The risk passes to the Customer at the latest upon handover of the delivery item to the carrier or other third parties responsible for shipping. This applies even if partial deliveries are made or the Seller has taken on additional services (e.g., shipping or installation).

(4) Storage costs after the transfer of risk are borne by the Customer. If the Seller stores the goods, the storage costs amount to 0.25% of the invoice amount of the stored goods per week.

(5) The goods will only be insured by the Seller against theft, breakage, transport damage, fire, water damage, or other insurable risks upon the express request of the Customer and at the Customer’s expense.

§6 Warranty, Defects

(1) The warranty period is two years from delivery or, if acceptance is required, from acceptance. This period does not apply to claims for damages arising from injury to life, body, or health or from willful or grossly negligent breaches of duty by the Seller or its agents, which expire according to the statutory regulations.

(2) The delivered items must be examined carefully immediately after delivery to the Customer or a third party designated by them. Obvious defects or other defects that would have been noticeable with immediate, careful inspection are deemed approved by the Customer if the Seller does not receive a written complaint within five (5) working days after delivery. For other defects, the goods are considered approved by the Customer unless the complaint reaches the Seller within five (5) working days from the time the defect appeared.

(3) In case of defects, the Seller is obligated to repair or replace the defective goods within a reasonable period. If repair or replacement fails, the Customer may withdraw from the contract or reduce the purchase price.

(4) If a defect is caused by the Seller’s fault, the Customer may claim damages as specified in § 8 of these Terms and Conditions.

(5) For defects in goods from other manufacturers, the Seller will enforce warranty claims against the manufacturers or suppliers on behalf of the Customer, or assign them to the Customer.

§7 Intellectual Property Rights

(1) Each party will notify the other immediately in writing if claims are made against them due to violations of intellectual property rights.

(2) If the delivered goods infringe third-party intellectual property rights, the Seller will, at its option, modify or replace the goods to avoid infringement, ensuring the goods fulfill the contract’s agreed functions.

§8 Liability for Damages due to Fault

(1) The Seller’s liability for damages, regardless of the legal reason, is limited according to § 8.

(2) The Seller is not liable for simple negligence unless it involves a breach of essential contractual duties, such as timely delivery, freedom from legal defects, or defects impairing functionality.

§9 Retention of Title

(1) The Seller retains ownership of the delivered goods until all current and future claims from the purchase contract and ongoing business relationship are fully paid.

§10 Data Protection

Both parties agree to comply with all applicable data protection laws and to take necessary technical and organizational measures to ensure data security.

§11 Final Provisions

(1) The court of jurisdiction for all disputes arising from the business relationship is, at the Seller’s discretion, Frankenthal or the Customer’s place of business. However, for claims against the Seller, Frankenthal shall be the exclusive court of jurisdiction.

(2) The relationship between the Seller and the Customer is governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

(3) Any gaps in the contract or these terms will be filled with provisions that the parties would have agreed upon in accordance with the economic objectives of the contract.

(4) If any part of these terms becomes invalid, the remaining conditions and the contract will