General Terms and Conditions of Sale

1.          SCOPE

1.1.     The  following  terms  and  conditions  shall  apply to  all  deliveries and services of BOLTLIV INC (hereinafter referred to as “Boltliv”). The version being in force at the time of the conclusion of the contract shall apply in each case.

1.2.      No deviating, conflicting or supplementary general  terms and conditions of the  Buyer shall become part of the contract, even if they are known to Boltliv, unless their application is expressly agreed in writing. Therefore, no failure on the part of Boltliv to express itself with regard to the Buyer’s general  terms and conditions of business,  and  in  particular with  regard  to  any  terms and conditions of purchase, shall be deemed to constitute consent under any circumstances.

2.         CONCLUSION OF THE CONTRACT

2.1.      Unless  agreed  otherwise,  our  offers  are  of  a  non-binding  nature.  No  binding  contract  is concluded until we have confirmed the order in writing or until the parties have signed an individual contract.

2.2      No contract amendments, cancellations or suspension of orders shall  be  binding without our express consent in writing. In the absence of an agreement to the contrary, all costs and disadvantages caused as a result thereof shall be borne by the Buyer. In any event, a cancellation of the contract on the part of the Buyer, if applicable, is only possible as long as we have not undertaken any performance activities. If the Buyer does not withdraw from the contract in due time, it is liable to compensate us for any actually accrued losses or expenses, in particular the incurred production costs.

2. 3      All documents attached to the offer, if any (e.g. technical documents, samples, drawings, etc.), shall remain the property of Boltliv; consequently, any use thereof – such as editing or forwarding the offer documents to third parties – is strictly subject to our express consent in writing.

3.         OBJECT OF THE CONTRACT

3.1.     The  object,  quantity  and  quality  of  the  deliveries  and/or  services  of  Boltliv  shall  be governed  by  the  relevant  contractual  agreements  with  the  Buyer.  In  the  absence  of  an  express agreement to the contrary, production technology-related deviations in terms of dimensions, weights, technical characteristics and specifications are always permissible, as long as they do not exceed the generally accepted industry-specific tolerance limits or the tolerance limits specified in the applicable technical standards.

3.2.     Unless agreed otherwise, production-related deviations from the total order quantity of plus or minus 10% are permissible.

4.          PRICES AND TERMS OF PAYMENT

4.1.     The prices and terms of payment indicated on the order confirmation of Boltliv or in the contractshall apply. Unless expressly agreed otherwise, all prices for deliveries and/or services are net prices  free of any deductions. All prices are quoted in euros or US dollars. Fees and charges, if any, shall be borne by the Buyer.

4.2.      Payments shall be made free of any deductions to the account specified by us. Unless agreed otherwise, they shall be paid prior to order.

4.3.     The  Buyer expressly  agrees,  that Boltliv  may  also  issue and send invoices to it through electronic transmission channels.

4.4.      In the event of a default in payment, Boltliv may charge interest on arrears at the statutory rate plus reminder and collection fees, to the extent necessary for appropriate legal prosecution and reasonable in view of the claim.

4.5.      If the  Buyer defaults on a payment in whole or in part, or if Boltliv becomes aware of circumstances which, in its own opinion, are likely to have a negative impact on the credit rating of the Buyer or which may seriously jeopardize the enforcement of payment claims,  Boltliv  may  make  the performance of outstanding services conditional upon advance  payment or the provision of other appropriate and acceptable collateral, and/or upon the setting of a reasonable period of grace it may withdraw from the contract (if applicable only partially) and claim damages, in particular on the grounds of non-fulfillment of the contractual purchase commitment. The aforesaid shall be without prejudice to any other contractual and statutory rights of Boltliv.

4.6.      No counterclaims of the Buyer against other companies affiliated with Boltliv, if any, shall be  offset against Boltliv.  It is further understood  that offsetting against counterclaims is only permissible  if the  Buyer’s counterclaims  have  been  established  in  accordance  with  the  law or  are recognized by us. The Buyer is not entitled to withhold payments, e.g. on account of warranty claims.

5.          COLLATERAL AND RETENTION OF TITLE

5.1.     Boltliv  is  entitled  to  appropriate,  customary  and  recoverable  securities for  receivables based on the type and scope of supplies and/or services, especially with respect to payment claims. In any case, individually or intermittently non-enforced security claims shall not constitute a waiver by Boltliv.

5.2      All deliveries shall remain the unrestricted property of Boltliv until the purchase price shall have been paid in full. If the goods are processed by the Buyer, Boltliv shall acquire co-ownership in the new goods item in proportion to the value of the goods delivered by it. The same applies if the goods items are processed or mixed with other items that do not belong to Boltliv.

6.         SHIPPING AND TRANSFER OF RISK

6.1.      Deliveries of Boltliv shall be  made  in accordance with the Incoterm clause 2020 to be agreed in each individual contract. The risk shall pass in accordance with the applicable Incoterm clause 2020.

6.2.      Unless expressly agreed otherwise, loading site shall always be carried out by the loading company commissioned by Boltliv. In this context, Boltliv reserves the right to deny the  loading of transport vehicles that are not operationally safe or not suitable for transport (e.g. defective  general  condition,  without  load  securing  equipment,  etc.)  in   individual  cases  following appropriate inspection.

6.3.      Unless agreed otherwise, Boltliv shall be entitled to make reasonable partial deliveries.

6.4.      If, according to the agreed Incoterm clause, unloading is the Buyer’s responsibility, the goods must always be unloaded without undue delay, completely and without damage/special contamination of the transport vehicle. Any special contamination caused by loose materials or packaging materials must be removed accordingly. As a matter of principle, Boltliv does not take back packaging materials that merely serve packaging purposes.

6.5       Irrespective of the agreed  Incoterm clause, it is the obligation of the Buyer to notify us of all transport damages with full particulars.

7.          FORCE MAJEURE AND OTHER DELIVERY HINDRANCES

7.1.     Boltliv  shall  be  released  wholly  or partly from  the  performance of the contract if such performance is prevented by events of force majeure. Such events entitle Boltliv to postpone the fulfillment of the contract accordingly, or to withdraw from the contract entirely or from that part that has not yet been fulfilled, without the Buyer having the right to raise legal claims against Boltliv. Events of force majeure shall include but shall not be limited to war, riots, political unrest, forces of nature, explosions and fire, as well as strikes, lockouts, major operational disruptions, decisions by the authorities, sanctions, embargoes, pandemics, epidemics and other unforeseeable circumstances that make it significantly more difficult or impossible for Boltliv to deliver goods or render services, such as severe breakdown of machinery, shortages of input materials, severe obstruction of transport, energy shortage etc, irrespective of whether the affected party is Boltliv itself or one of its subcontractors.

7.2.      Boltliv shall  inform the  Buyer as soon as possible of the existence  of an event of force majeure, and it shall make every effort to remove the force majeure and to minimize losses.

7.3       If an event of force majeure exceeds a period of 3 months, the Buyer may withdraw from the contract with regard to the parts of the agreed scope of delivery whose production has not yet begun. There  is  no  entitlement  to  compensation  in  connection  with  an  event  of  force  majeure  against Boltliv.

8.          DELIVERY PERIODS AND DEADLINES

8.1.      Irrespective of other contractual agreements, all delivery periods and deadlines apply expressly subject to the absence of unforeseeable production disruptions and subject to sufficient supply with the necessary  raw materials,  and other external  services required  for Boltliv’s performance.  Non- compliance  with  delivery  dates  and  deadlines  in  this  respect  shall  not  constitute  infringement  by Boltliv on contractual obligations or other responsibilities.

8.2.      Unless agreed otherwise, the indicated delivery periods and deadlines are generally of a non- binding nature and do not entitle the Buyer to compensation for any losses incurred by it as a result of a delay in delivery and performance of services, irrespective of the cause in law. However, in the event of prolonged delays in delivery attributed to Boltliv, the Buyer may withdraw from the contract upon the unsuccessful expiry of a reasonable grace period set previously in writing.

9.          DEFAULT IN ACCEPTANCE

9.1.      In any case,  the  Buyer is contractually obliged to call off and accept the deliveries and/or services ordered by it as agreed in the contract. In all cases of a delayed call-off/default in acceptance by the Buyer contrary to the contract, Boltliv is entitled to store the relevant deliveries and/or outputs at the expense and risk of the Buyer, and it may invoice the agreed purchase price without setting a further deadline.

9.2.      In addition, Boltliv reserves the right – in the event of a default in acceptance and after the unsuccessful expiry of a period of grace of 30 days – to sell or dispose of the affected deliveries and/or outputs otherwise (scrapping, etc.) and to invoice the Buyer for the resulting costs and, in particular, for reduced income. Other legal and contractual rights are expressly reserved.

10.       WITHDRAWAL/RESCISSION OF THE CONTRACT

10.1.   Boltliv is entitled to withdraw from the contract with immediate effect

a) if the Buyer violates material contractual obligations and does not establish/restore compliance with the contract within a reasonable period of grace in spite of having been requested to do so, or if it violates Boltliv’s Code of Conduct, pursuant to clause 15,
b) if unfavorable circumstances regarding the credit rating of the Buyer or its economic situation come to light after the conclusion of the contract, and if the Buyer refuses to make advance payment at Boltliv’s request,
c) if reorganization or insolvency proceedings or equivalent proceedings with a similar effect are applied for/initiated with respect to the assets of the Buyer – insofar as legally permissible – or if the initiation of any such proceedings is rejected for want of sufficient assets,
d) if there is a significant change with regard to the circumstances of the Buyer’s company which makes it unreasonable for Boltliv to continue with the contract in question for understandable reasons, or
e) if the technical, legal or economic framework conditions change in such a negative way during the term of a supply agreement that it becomes unreasonable for Boltliv to continue with the supply agreement.

10.2    No  claims  against  Boltliv  can  be  derived  from  such  a  declaration  of  withdrawal  in accordance with Clause 10.1. above. By contrast, in cases 10.1. a to d above, Boltliv may claim compensation for any resulting incurred losses from the Buyer.

11.      WARRANTY

Quality: Quality shall be determined in accordance with the following provision (whichever is appropriate):
a) Consensus Standard: ISO, DIN, SAE, etc. b) Agreed upon PPAP Documents and/or drawings as communicated by Manufacturer and agreed between Buyer and Boltliv. c) Manufacturer’s specifications as communicated by Manufacturer.

11.1.   Boltliv warrants that the deliveries and/or services are in compliance with the contractually agreed requirements and specifications. Boltliv does not warrant or accept any liability for specific characteristics or the usability of the deliveries and/or services for a specific purpose other than those explicitly agreed to in written by Boltliv. No warranty cover is provided, if the defect is due to normal  wear and  tear,  improper storage  or  use,  inadequate  maintenance,  unusual  environmental influences or transport damages. In the case of contract work, Boltliv’s liability for defects in workmanship is limited to the labor costs invoiced by us – insofar as legally permissible.

11.2.    Unless agreed otherwise, the warranty period shall be 12 months from delivery/arrival of the goods.

11.3.   The Buyer is obliged to inspect the goods immediately after their delivery and it shall notify Boltliv in writing – within a reasonable period of time, but max. within 30 working days – of all defects in the deliveries and/or services that were detectable at the relevant time after delivery in the normal course of business. Transport damages and obvious, visible damages as well as quantity-related differences must be brought to our attention in writing within max. seven (7) working days. Defects, which could  not  be  recognized  after  delivery  (hidden  defects)  must  be  reported  by  the  Buyer  within  a reasonable period of time after having become recognizable, but at the latest within the warranty period. Processing or treatment of the affected goods must be stopped immediately. The notice must clearly specify the kind of the alleged defect. Goods for which no notice of defect is made (or made in due time) shall be deemed to have been duly approved. Therefore, if the notice of defect is not made in due time, the Buyer is no longer entitled to assert warranty claims or claims for damages due to a defect, or based on an error regarding the absence of defects of the item.
Throughout the entire warranty period, the burden of proof that defects in the deliveries and/or services, if any, were already present at the time of handover lies with the Buyer.

11.4.   Boltliv is entitled to thoroughly inspect (or have inspected) any goods rejected or objected to by the Buyer. The Buyershall provide all documents requested by Boltliv, which are necessary for the inspection of the rejected goods. The Buyer loses all claims for defects if it does not allow us to convince ourselves of the defect, or if it violates its aforementioned duties to cooperate.

11.5.    In the event of justified defects for which a notification was provided in due time, Boltliv shall proceed as follows, duly taking into account the justified interests of the Buyer: always at its own discretion it shall either replace the defective deliveries and/or services within a reasonable period of time (in due consideration of the customary production times in the industry) with (the same extent of) faultless deliveries and/or services, or it shall cure/repair any defects by means of improvement, or it shall apply a reasonable price reduction (if necessary also by means of a credit note procedure). If an improvement or a replacement of a defect that is not minor is either impossible or fails, the Buyer may demand rescission/cancellation of the contract.
Claims for compensation over and above the aforesaid, of any kind whatsoever, are excluded. In any event, our warranty obligationshall expire upon expiry of the warranty period.

12.       LIMITATION OF LIABILITY

12.1.   To  the  extent  permitted  by  law,  Boltliv  (including  its  legal  representatives,  employees, vicarious agents, etc.) does not accept liability for slight negligence. In any case, compensations for indirect damages or consequential  damages  (in  particular  from  production  downtime  or  business interruptions), as well as for loss of profit, unrealized savings or loss of interest and pure financial losses are all excluded.

12.2.   To the extent permitted by law, the total liability of Boltliv, irrespective of the legal grounds, shall  be  limited  to  the total amount of the  net order value  of the  respective delivery causing the damage.

12.3.    However, this limitation of liability does not include mandatory claims under the Product Liability Act and/or personal injury.

13.       CONFIDENTIALITY

13.1.   The following applies unless a separate non-disclosure agreement (NDA) has been concluded by the parties:
The Buyershall observe strict confidentiality – throughout the term of the contract plus 5 years after its termination – with  respect to  all  information  of which  it shall  become  aware  in  the  course of the execution of the contract, or which shall be provided to it by Boltliv orally, in writing or in electronic format, for example all technical, commercial and/or business information, including price and payment conditions,  formulas  and  product  compositions,  ideas,  designs,  electronically  recorded  data  and product samples, etc. (hereinafter collectively referred to as “Information”). No such information shall be made available to third parties without Boltliv’s prior written consent, and it shall not be used for any other than contractual/order-related purposes.

13.2.   This obligation does not extend to
a.   information that is already known to the general public or that is in the public domain at the time of its disclosure to the Buyer,
b.   information  that  was already  lawfully  in  the  possession  of  the  Buyer  at  the  time  of  its disclosure and that was not subject to any confidentiality obligation,
c.   information the Buyer has received from a third party who was lawfully entitled to disclose it without restriction, or
d.   information developed independently by the Buyer without relying on the disclosing party’s information.

13.3.   Any advertising measures or reference agreements shall in any case require the prior written agreement of both parties.

13.4.   To  the  extent that Boltliv  provides information  to  the Buyer or makes it available to  it pursuant to Clause 13.1, Boltliv expressly reserves all rights, in particular intangible rights (including intellectual property rights, copyrights/trademarks and design rights, etc.), to this information, and in the absence of an express agreement to the contrary, the provision of this information does not involve the transfer of a license or any other permission to use the information.

13.5.    With a view to the protection of sensitive corporate information and data (e.g. technical and commercial know-how meriting protection) as well as in connection with any existing confidentiality obligations on the part of Boltliv vis-à-vis third parties, Boltliv expressly reserves the right to limit the exercise of contractually agreed audit rights or rights to inspect business documents, if any, to the extent necessary in this respect by type, content, scope and individual auditor. Audits/inspections can only take place after a written notice has been provided in advance (at least 14 working days) and after an appointment has been made with Boltliv. Such audits/inspections shall be carried out during normal business hours, duly considering and respecting the visitor and safety regulations that apply  on  Boltliv’s  premises  and   have   been  brought  to  the  Buyer’s  attention.   Under  no circumstances  is  it  tolerable,   that  audits/inspections  cause   disturbances  or  interruptions  of  the production process or create safety risks. All information, of any kind whatsoever, of which the Buyer or the auditor gains knowledge in the course of audits/inspections shall be treated as strictly confidential by the auditor and shall be used exclusively for the purposes of the contract. The costs incurred in connection with any audits or inspections shall be the responsibility of the Buyer.

14.       DATA PROTECTION

14.1.   All information with relevance for data protection purposes,  in particular personal data which Boltliv or an affiliated company obtains in the course of its business activities, shall be processed exclusively  in  conformity with  the applicable  data  regulation  provisions.  These  data  shall  be  used exclusively to fulfill the applicable contractual and statutory obligations of Boltliv  in connection with the specific business relationship with the Buyer.

15.       COMPLIANCE

15.1.   The  Buyer expressly acknowledges and accepts the  principles and guidelines defined in the “Code of Conduct of Boltliv”  and the “Code of Conduct for Boltliv Business Partners” derived from it, for a sustainable, ethically/morally and legally unobjectionable business conduct.

15.2.    If the  Buyer violates a  provision of the  Code of Conduct for Boltliv  Business Partners, Boltliv may terminate the contract with the Buyer with immediate effect and claim damages.

16.       EXPORT REGULATIONS

16.1.   The  fulfillment  of  the  contract  by Boltliv  is subject  to  the  absence  of obstacles to  its fulfillment as a result of national or international regulations under the Foreign Trade and Payments Act, and subject to the absence of embargos (and/or other sanctions). In this case, Boltliv is entitled to withdraw from the contract immediately, whereby mutual claims for damages are excluded. If required for export control inspections, the Buyershall submit to Boltliv any documents and information that may  be  required  in  connection  with  export  control  procedures,  including  information  on  the  final customer, final destination and end use, within a reasonable period of time.

16.2.    In connection with the transfer of deliveries and any related services to third parties, the Buyer shall comply with all national and international export control regulations, in particular those under Community law, and in particular it shall refrain from reselling the goods to third parties whose intention, it has reason to believe, is to disregard or circumvent such regulations.

16.3.   The Buyer is fully responsible vis-à-vis Boltliv for any losses arising to the latter as a result of the culpable non-compliance by the customer with European or US or other applicable export regulations. In this respect, the Buyershall release Boltliv from any liability vis-à-vis third parties.

16.4    It is explicitly pointed out, that applicable US sanctions prohibit Boltliv from delivering to Iran or to an Iranian company. The Buyershall ensure full conformity with these regulations, whether or not they are directly applicable to it, and it will neither deliver our goods to Iran, nor resell them to a third party whose intention to deliver to Iran is known to it, nor circumvent this prohibition in any way. If the Buyer does not comply with these requirements, Boltliv may terminate the contract with immediate effect and demand compensation from the Buyer for all losses arising as a result.

17.       APPLICABLE LAW, VENUE, PLACE OF PERFORMANCE

17.1.   The place of performance for all contractual obligations is Boltliv’s registered office.

18.       MISCELLANEOUS

18.1.    No present or future invalidity or unenforceability of individual provisions of these Terms and Conditions, whether wholly or partly, shall affect the validity or enforceability of its remaining commercial provisions. The parties shall replace the legally invalid or unenforceable provision with another valid and enforceable provision that reflects the content and purpose of the invalid or unenforceable provision as closely as possible.

18.2.    Claims of the Buyer can only be assigned with the express written consent of  Boltliv.