Section 1 Scope

1. The valid General Terms and Conditions of Business can be viewed at any time free of charge on the ABT SE website at www.abt-sportsline.de in a format that can be saved and printed.

2. These General Terms and Conditions of Business apply to all contracts, in particular purchase contracts, contracts for work and services and service contracts of the Supplier’s Customer (hereinafter referred to as the: Contracting Party) entered into with the ABT SE Group and its affiliated companies: ABT Sportsline GmbH, ABT e-Line GmbH, ABT Servicecenter GmbH, ABT Lifestyle GmbH, Johann-Abt-Straße 2, D-87437 Kempten (hereinafter referred to as: “ABT”). Insofar as the Contracting Party is a Federal Special Fund or an entrepreneur, inclusion of the Contracting
Party’s own terms and conditions is hereby rejected unless something to the contrary is expressly agreed. An “Entrepreneur” within the meaning of these General Terms and Conditions of Business, and with reference to Section 14 BGB, is any natural or legal person, or a partnership with legal capacity, who, when entering into a legal transaction, is acting in the course of their independent professional or commercial activity.

3. The respective General Terms and Conditions of Business as stated in the version valid at the time of entering into the contract apply.

4. The General Terms and Conditions of Business are deemed an integral part of the contract insofar as nothing to the contrary is agreed in accordance with Section 126b BGB in an individual agreement entered into by ABT and the Contracting Party.

5. Amendments to and supplementary information regarding a contract are subject in each case to the written form. However, in the case of Consumers, the text form requirement only applies to notices and statements issued by the Contracting Party. In the case of contractual agreements, the written form requirement applies to Contracting Parties who are Consumers solely for evidential purposes, although this does not preclude other means of proof. In accordance with Section 13 BGB, a Consumer is any natural person who enters into a legal transaction for purposes that are predominantly attributable neither to their commercial nor self-employed professional activity.

Section 2 Entering into a contract

1. ABT’s offers, including those on its website, are subject to change and are non-binding, unless something to the contrary is expressly agreed.
Drawings, illustrations, descriptions, dimensions, weights or other performance data (such as speeds) shall only have binding force if this is expressly agreed in writing.

2. ABT reserves the right to make reasonable technical and design variations from the information set out in brochures, catalogues and written documents, as well as changes to models, designs and materials in the course of technical progress and further development, without any rights against ABT resulting from this, in particular insofar as orders relating to engine technology, chassis and exhaust systems, which depend on vehicle-specific data, are affected.

3. Contracts entered into by ABT and the Contracting Party shall come into force following the dispatch of an offer or order confirmation by ABT,either upon the Contracting Party’s acceptance in writing in accordance with Section 126b BGB or upon delivery of the object of purchase by ABT.
The text form requirement in the case of a Contracting Party who is a Consumer is used exclusively for the purpose of furnishing proof, although this does not preclude other means of proof.

4. In the event of a cost estimate prepared by ABT, the rendered services may be invoiced to the Contracting Party if this has been agreed in the individual case. If an order is placed based on such a cost estimate, any costs incurred for the cost estimate shall be offset against the order invoice.

Section 3 Completion or terms and conditions of delivery

1. The delivery or performance date for the order and the delivery or performance period for the order shall be agreed in accordance with ABT’s anticipated capacity and shall be understood to be non-binding and subject to unforeseen circumstances and hindrances, irrespective of whether or not these arise at ABT’s or the manufacturer’s premises, in particular force majeure, government measures, failure to obtain official approvals, industrial action of any kind, sabotage, shortages of raw materials or delayed deliveries of materials that are not caused as a result of culpability on the part of a Contracting Party. Such events shall extend the delivery or performance date accordingly, even if they occur while a delay has already arisen. An additional period set by the Contracting Party in such a case shall also be extended by the duration of the unforeseen event. In the case of such events, ABT does not undertake to provide a replacement vehicle or reimburse the costs of actually using a hire car. However, ABT undertakes to notify the Contracting Party of the delays insofar as such action is possible and reasonable. The Contracting Party may withdraw from the contract if such events result in a delay in performance of more than four months. This does not affect the Contracting Party’s statutory rights of withdrawal, e.g. due to cessation of the basis of the contract or impossibility of performance for reasons beyond ABT’s control.

2. If the scope of work changes or is extended in relation to the original order and this results in a delay, ABT is to specify a new completion date without delay and state the reasons for such action. If the dispatch of goods ready for dispatch is delayed for reasons for which ABT is not responsible, the contractual products may be stored at the Contracting Party’s expense and risk.

3. ABT expressly reserves the right, in particular, to make reasonable partial deliveries or render partial services and invoice them.

4. If the Contracting Party is a Federal Special Fund or an entrepreneur within the meaning of Section 1 (1) of the General Terms and Conditions of Business, the risk of accidental loss of and accidental deterioration in the goods in a sale by delivery to a place other than the place of performance shall pass to the Contracting Party upon handover of the goods to the forwarding agent, the carrier or any other person otherwise entrusted with
performing the dispatch.

If the Contracting Party is a Consumer, the risk of accidental loss and accidental deterioration in a sale by delivery to a place other than the place of performance shall pass to the Buyer only if the Buyer has commissioned the forwarding agent, the carrier or the person or organisation otherwise entrusted with performing the dispatch, and the entrepreneur has not previously stated this person or organisation to the Buyer.

5. The cost of packaging costs is included in the delivery charges for goods deliveries. ABT shall take back any packaging free of charge within Germany.

Section 4 Place of performance

1. ABT’s registered office in Kempten is deemed the place of performance for services unless otherwise agreed. In the case of contracts entered into with ABT Sportsline GmbH and ABT Servicecenter GmbH, the Contracting Party shall transport the subject matter of order to the place of performance at its own expense on the agreed date.

2. Subsequent improvement in the case of services shall be provided exclusively at ABT’s registered office in Kempten insofar as nothing to the contrary is agreed. If the Contracting Party is a Federal Special Fund or entrepreneur within the meaning of Section 1 (1) of the General Terms and Conditions of Business, transport costs and travelling expenses shall be borne by the Contracting Party.

Section 5 Taking delivery or acceptance

1. The Contracting Party undertakes to take delivery of the object of purchase or the subject matter of order within 2 weeks of receipt of notice of completion and handover or dispatch of the invoice. In the case of services that ABT renders within one working day, the aforementioned period shall be reduced to 3 working days.

2. ABT may charge stallage that is customary at the location in the case of default in acceptance. The cost and risk of storage shall be borne by the Contracting Party.

3. In the event of non-acceptance of the object of purchase/subject matter of order, ABT may exercise its statutory rights.

In the event of failure to take delivery of a new vehicle, ABT may claim damages in the sum of 15 % of the purchase price. The damages shall be adjusted upwards or downwards if ABT furnishes proof that the loss incurred was greater, or if the Contracting Party furnishes proof that the loss incurred was less or non-existent.

In the event of failure to take delivery of a used vehicle, ABT may claim damages in the sum of 10 % of the purchase price. The damages shall be adjusted upwards or downwards if ABT furnishes proof that the loss incurred was greater, or if the Contracting Party furnishes proof that the loss incurred was less or non-existent.

4. If the Contracting Party withdraws from the contract or cancels the order before the object of the sale, or order, has been completed, ABT may claim damages in the sum of 10% of the net contract amount. This does not apply in cases in which the Contracting Party is entitled to a right of withdrawal under Section 3 (1) of the General Terms and Conditions of Business and the Contracting Party has exercised this right of withdrawal.
The damages shall be adjusted upwards or downwards if ABT furnishes proof that the loss incurred was greater, or if the Contracting Party furnishes proof that the loss incurred was less or non-existent.

5. If ABT and the Contracting Party agreed at the time of entering into the contract that the Contracting Party would make an advance payment, and if the Contracting Party has made such an advance payment, ABT shall be entitled to set off its claims for damages against the Contracting Party’s claim for repayment of the advance payment.

Section 6 Technical acceptance and entry

Once technical approval has been granted (TÜV, Dekra or the like), the Contracting Party undertakes to have the technical modification entered in the vehicle documents by the relevant registration authority without delay. ABT also recommends that the Contracting Party notify their motor insurer of the modifications made to the vehicle.

Section 7 Executing an order

1. The Contracting Party expressly authorises ABT to conduct test drives and transfer journeys with the subject matter of order.

2. Where necessary, ABT shall update the subject matter of order in line with the latest software version. Where technically feasible, vehicle data shall be temporarily encrypted and backed up in this context. Irrespective of this, the Contracting Party is strongly advised to back up data and individual settings in the vehicle in accordance with the operating manual to avoid data loss. The software update may also result in changes to the design of certain functions.

3. Once the wheels have been fitted, the wheel bolts are to be re-tightened after 50 km to 100 km.

Section 8 Spare parts

Unless otherwise agreed at the time the order is placed, replaced parts shall become ABT’s property.

Section 9 Reservation of title

1. The following provisions in respect of reservation of title apply between ABT and the Contracting Party, who is a Federal Special Fund or an entrepreneur, within the meaning of Section 1 (1) of the General Terms and Conditions of Business:

a) ABT retains ownership of the supplied goods until payment in full of all present and future claims resulting from the purchase contract and an ongoing business relationship (secured claims).

b) Until payment in full of the secured claims, the reserved goods may neither be pledged to third parties nor transferred as security. The Contracting Party is to notify ABT in writing without delay in the event that an application is filed to institute insolvency proceedings or in the event of third party intervention (e.g. seizure) in respect of the goods owned by ABT. Insofar as the third party is unable to reimburse ABT for the judicial and extrajudicial costs of legal proceedings in accordance with Section 771 ZPO (German Code of Civil Procedure), the Contracting Party shall be liable for the loss incurred by ABT.

c) In the event of conduct by the Contracting Party in breach of contract, in particular in the event of non-payment of the due purchase price, ABT shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or demand the surrender of the goods based on the reservation of title. A demand for the surrender of the goods does not simultaneously constitute a declaration of withdrawal; rather, ABT is entitled merely to demand the surrender of the goods and reserve the right to withdraw from the contract. In the event that the Contracting Party fails to pay the due purchase price, ABT must have set the Contracting Party a reasonable deadline for payment in vain prior to asserting these rights. This only applies insofar as setting such a deadline cannot be dispensed with under statutory provisions.

d) Until further notice in accordance with Section 9 (1) Letter c), the Contracting Party is authorised to resell and/or process the reserved goodsduring the ordinary course of business. In such a case, the following provisions shall additionally apply:

            aa) Products resulting from the combination, mixing or processing of ABT’s goods shall be subject to reservation of title at their full value, whereby ABT shall be deemed the manufacturer. In the event that in the case of combination, mixing or processing with goods owned by third parties, the third parties’ right of ownership shall remain in force, ABT shall acquire co-ownership proportionate to the invoice values of the combined, mixed or processed goods. In other respects, the same provisions shall apply to the resulting product as that what applies to the reserved goods.

            bb) The Contracting Party hereby assigns to ABT, at this point in time, either in full or to the extent of any co-ownership share held by ABT in accordance with Section 9 (1) Letter d) aa), for security purposes, the claims against third parties resulting from the resale of the goods or the product, in the amount of the final invoice amount agreed with ABT (including turnover tax). ABT accepts the assignment. The Contracting Party’s obligations stated in Section 9 No. 1 Letter b) also apply in respect of the assigned claims.

            cc) The Contracting Party remains authorised, in addition to ABT, to collect the claim. ABT undertakes not to collect the claim as long as the Contracting Party meets its payment obligations in dealings with ABT, the Contracting Party’s ability to pay is not impaired and ABT does not assert the reservation of title by exercising a right under Section 9 (1) Letter c). Insofar as ABT exercises a right in accordance with Section 9 (1) Letter c), ABT may request that the Contracting Party disclose the assigned claims and their debtors, and that the Contracting Party make available all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment.
Furthermore, ABT is entitled to withdraw the Contracting Party’s authority to resell the goods and its authority to process the reserved goods.

            dd) In the event that the realisable value of the security exceeds ABT’s claims by more than 10 %, ABT shall, at the Contracting Party’s request, release securities at its discretion.

e) The Contracting Party undertakes to treat the object of purchase with due care as long as ownership has passed to the Contracting Party. If maintenance and inspection work is required, the Contracting Party is to perform this in good time at their own expense.

2. The following reservation of title provisions apply between ABT and the Contracting Party, who is a Consumer:

a) ABT retains ownership of the supplied goods until payment in full of all claims resulting from the delivery contract.

b) The Contracting Party undertakes, as long as title has not yet passed to them, to treat the object of purchase with due care, store it carefully and keep it in perfect condition. As long as title has not yet passed to the Contracting Party, the Contracting Party is to notify ABT in text form without delay in accordance with Section 126b BGB if the supplied goods are seized or are subject to any other third party intervention. In the event of seizure, the enforcement officer is also be informed immediately of the reservation of title, and the documents required for lodging an objection are to be handed over to ABT. Insofar as the third party is unable to reimburse ABT for the judicial and extrajudicial costs of legal proceedings in accordance with Section 771 ZPO, the Contracting Party shall be liable for the loss incurred by ABT.

c) If the reserved goods are processed by the Contracting Party, such processing shall be performed in the name and on behalf of ABT. ABT shall acquire co-ownership of the new item in the proportion of the value of the reserved goods to that of the other processed items at the time of processing. The Contracting Party shall gratuitously keep the co-ownership thus created in safe custody for ABT.

d) If the reserved goods are inseparably combined or mixed with other items not belonging to ABT, ABT shall acquire co-ownership of the new item in the proportion of the value of the reserved goods to that of the other combined or mixed items at the time of combining or mixing. Insofar as the combination or mixing takes place in such a way that the Contractual Partner’s item is to be regarded as the principal item, it is deemed agreed that the Contractual Partner shall transfer proportionate co-ownership to ABT. The Contracting Party shall gratuitously keep the coowner ship thus created in safe custody on behalf of ABT.

e) ABT undertakes, at the Contracting Party’s request, to release securities to which it is entitled to the extent that the realisable value of the securities exceeds the claim to be secured by more than 10 %. The security to be released shall be selected at ABT’s discretion.

f) As long as the reservation of title remains in force, any alteration to the detriment of ABT, any sale, pledging, transfer by way of security or other disposal of the subject matter of contract to third parties without ABT’s written consent is prohibited. The Buyer hereby assigns to ABT, by way of security, any claims against third parties resulting from the resale, in an amount equal to the invoice value of the claim.

g) If the Contracting Party culpably defaults in payment despite the setting of a deadline, ABT shall be authorised to collect the object of purchase from the Contracting Party. Collection costs shall be borne by the Contracting Party.

Section 10 Spare parts supply

Due to the small number of units, the supply of spare parts can only be guaranteed within the applicable warranty period.

Section 11 Liability for material defects, statute of limitations

1. In cases in which defects apply, the Contracting Party, which is a Federal Special Fund or an entrepreneur within the meaning of Section 1 (1) of these General Terms and Conditions of Business, shall be entitled to the statutory warranty rights in accordance with the following provisions:

If only merchants are Parties to a contract of purchase and the transaction constitutes a commercial transaction for both Parties, the provisions of HGB (German Commercial Code) shall additionally apply.

The Contracting Party is to precisely describe defects in the subject matter of contract. Notification of defects is to be provided in text form in accordance with Section 126 b BGB by way of setting a reasonable period in which to rectify the defect.

If the subject matter of order becomes inoperable due to a material defect, the provisions for Consumers under Section 11 No. 2 of the General Terms and Conditions of Business shall apply. Claims by the Contracting Party resulting from material defects in the delivery of second-hand goods
are excluded.

Claims by the Contracting Party resulting from defects in the subject matter of order shall fall under the statute of limitations one year after performance and acceptance insofar as nothing to the contrary is agreed.

The above exclusion of liability and the above shortened limitation periods shall not apply

• In the case of an intentional violation of an obligation on the part of ABT;
• In the case of a gross negligent violation of an obligation on the part of ABT or in the case of an intentional or gross negligent violation of an obligation by a legal representative or vicarious agent of ABT;
• In the case of damage resulting from loss of life, physical injury or detrimental effects on health resulting from a negligent violation of an obligation by ABT or an intentional or negligent breach of an obligation by a legal representative or vicarious agent of ABT;
• If ABT is liable under the German Product Liability Act for personal injury or damage to property used for private purposes
• In the case of fraudulent concealment of a defect or the provision of a guarantee. The statutory provisions apply in such cases.

In the case of material defects and defects of title in goods containing digital elements, the provisions of this section shall not apply to the digital elements. Rather, the statutory provisions shall apply.

2. In cases in which defects exist, the Contracting Party, who is a Consumer within the meaning of Section 13 BGB, shall be entitled to the statutory warranty rights in accordance with the following provisions:

The Contracting Party is to precisely describe defects in the object of purchase. Notification of defects is to be provided in text form in accordance with Section 126 b BGB by way of setting a reasonable period in which to rectify the defect.

If the subject matter of order becomes inoperable due to a material defect, the Contracting Party may, with ABT’s prior consent, also turn to another qualified motor vehicle repair workshop, preferably an authorised ABT brand partner. In such a case, the order form must state that the work
involves the rectification of a defect by ABT and that the removed parts must be kept available for this purpose for a reasonable period. ABT undertakes to reimburse the Contracting Party for any reasonable repair costs demonstrably incurred by the Contracting Party.

Claims by the Contracting Party resulting from material defects in the supply of new goods shall fall under the statute of limitations two years after delivery of the object of purchase, unless otherwise agreed in the following sub-sections.

Claims by the Contracting Party resulting from material defects in the supply of used goods shall fall under the statute of limitations one year after delivery of the object of purchase, insofar as nothing to the contrary is agreed in the following sub-sections.

Claims by the Contracting Party resulting from defects in the subject matter of order shall fall under the statute of limitations two years after performance and acceptance, unless otherwise agreed.

The following exclusion of liability and the above shortened limitation periods shall not apply

• In the case of an intentional violation of an obligation on the part of ABT;
• In the case of a gross negligent violation of an obligation on the part of ABT or in the case of an intentional or gross negligent violation of an obligation by a legal representative or vicarious agent of ABT;
• In the case of damage resulting from loss of life, physical injury or detrimental effects on health resulting from a negligent violation of an obligation by ABT or an intentional or negligent breach of an obligation by a legal representative or vicarious agent of ABT;
• If ABT is liable under the German Product Liability Act for personal injury or damage to property used for private purposes;
• In the case of fraudulent concealment of a defect or the provision of a guarantee. The statutory provisions apply in such cases.

In the case of material defects and defects of title in goods containing digital elements, the provisions of this section shall not apply to the digital elements. Rather, the statutory provisions shall apply.

3. In the event of justified claims for liability for material defects, ABT shall, at its discretion, either repair the goods or provide a substitute delivery.
The Contracting Party undertakes to accept a substitute delivery upon return of the faulty goods. If ABT fails to rectify defects within a reasonable additional period set in text form in accordance with Section 126 b BGB, the Contracting Party shall be entitled to demand either rescission of the contract or a reasonable reduction in price. The Contracting Party may only claim damages for consequential losses resulting from defects in accordance with Section 280 BGB. Further-reaching claims for damages, in particular for damage caused by defects in accordance with Section 281 BGB, are excluded. The Contracting Party’s claims for reimbursement of expenses in accordance with Section 445a (1) BGB are excluded, unless the final contract in the supply chain is a sale of Consumer goods or a Consumer contract for the provision of digital products.

4. If ABT is required to provide compensation for damage caused by slight negligence in accordance with statutory provisions, ABT’s liability shall be limited as follows: liability shall only arise in the event of a breach of essential contractual obligations, such as those which the contract is specifically intended to place on ABT by virtue of its content and purpose, or the fulfilment of which is essential for the proper execution of the contract in the first place, and on the observance of which the Contracting Party regularly relies and is entitled to rely. Such liability is limited to the typical damage foreseeable at the time the contract was entered into. Insofar as the damage is covered by an insurance policy taken out by the Contracting Party for the relevant claim (excluding fixed-sum insurance), ABT shall only be liable for any associated disadvantages suffered by the Contracting Party, e.g. higher insurance premiums or interest losses, up until the claim is settled by the insurer.

Personal liability on the part of ABT’s legal representatives, vicarious agents or employees is excluded for damage caused by ABT as a result of damage caused by slight negligence.

Section 11 (1) and (2) of the General Terms and Conditions of Business apply mutatis mutandis to the aforementioned limitation of liability and exclusion of liability.

5. Damage resulting from insufficient or incorrect information made available by the Contracting Party, improper handling or excessive strain by the Contracting Party, failure to comply with the instructions regarding the handling, maintenance and care of the subject matter of order (e.g. operating manual, service booklet etc.) or resulting from the Contracting Party or third parties commissioned by them modifying or repairing the subject matter of contract without ABT’s authorisation, are excluded from liability for material defects.

6. Normal, customary, wear-and-tear does not constitute a material defect and is, therefore, excluded from the warranty. Damage resulting from wear-and-tear caused by above-average mileage (> 30,000 km/year) is, in particular, also excluded from the warranty.

7. The Parties are aware and agree that motor sport parts are short-lived, high-performance products that are generally not approved for use on public roads. In such a case, the general operating licence shall lapse. Unless otherwise expressly agreed, ABT does not guarantee that the subject matter of contract meets the road traffic requirements.

Section 12 Liability for other damage

1. ABT shall be liable for slight negligence only in the event of a breach of cardinal obligations. Cardinal obligations are essential contractual obligations, the breach of which jeopardises the purpose of the contract or the fulfilment of which is essential for the proper performance of the contract in the first place, and on the observance of which the Contracting Party may regularly rely. In the event of a breach of cardinal obligations due to slight negligence, ABT’s liability shall be limited to compensation for the typical damage foreseeable by ABT at the time the contract was entered into. The amount of the claim for damages is limited to the typical, foreseeable damage resulting from the contract.

The Contracting Party’s claim for damages resulting from damage caused by default is limited to 5% of the purchase price. In other respects, ABT’s liability for slight negligence is excluded.

The aforementioned exclusion of liability does not apply

• In the case of damage resulting from loss of life, physical injury or detrimental effects on health based on negligent violation of an obligation by ABT or negligent breach of an obligation by a legal representative or vicarious agent of ABT;
• If ABT is liable under the German Product Liability Act for personal injury or damage to property used for private purposes.

2. Liability for default in delivery is conclusively provided for in Section 3 of the General Terms and Conditions of Business. The provisions in Section 11 Nos. 1 to 6 of the General Terms and Conditions of Business (Liability for material defects) apply mutatis mutandis to other claims for damages against ABT.

3. In the case of doubt, statements issued by ABT in conjunction with the contract (specification of services, reference to DIN standards) do not constitute the provision of a guarantee. The provision of a guarantee by ABT is subject to an express written declaration issued by ABT.

4. Liability for the loss of money or valuables of any kind that have not been expressly taken into safekeeping is excluded.

5. If the Contracting Party is a Consumer within the meaning of Section 13 BGB and the subject matter of contract also includes the provision of digital content or digital services, whereby the vehicle is capable of fulfilling its function even without these digital products, the statutory provisions of Sections 327 et seq. BGB shall apply to such digital content or digital services.

Section 13 Prices, invoicing and payment

1. In the case of contracts with Contracting Parties who are Consumers within the meaning of Section 13 BGB, ABT’s stated prices include turnover tax and, where applicable, arising packaging costs.

In the case of contracts with Contracting Parties who are Federal Special Funds or entrepreneurs within the meaning of Section 1 (1) of the General Terms and Conditions of Business, net prices are generally stated, which do not include the applicable statutory German turnover tax. The applicable statutory German turnover tax is to be added to these prices. The turnover tax to be added is payable by the Contracting Party.

2. The prices stated on ABT’s website are to be understood plus applicable delivery and postage costs. In the case of deliveries to countries outside the European Union, additional costs may arise in individual cases for which ABT is not responsible and which shall be borne by the Contracting Party. These include, for example, the cost of money transfers via financial institutions (e.g. transfer fees, exchange rate charges) or import duties and taxes (e.g. customs duties).

3. ABT is entitled to demand a reasonable advance payment upon placing an order. If payment in advance has been agreed, payment falls due immediately upon entering into a contract without any deduction; otherwise, the invoice amount and the prices for ancillary services fall due for payment without any deduction upon acceptance of the vehicle and handover or dispatch of the invoice, at the latest, however, within 1 week of notification of completion and handover or dispatch of the invoice.

4. The following provisions in respect of a price adjustment apply between ABT and the Contracting Party, which is a Federal Special Fund or an entrepreneur, within the meaning of Section 1 (1) of the General Terms and Conditions of Business:

All prices contained in ABT’s offer for labour, materials, raw materials, land or sea freight, taxes, customs duties or market-based cost prices are calculated based on the labour costs, purchase prices, taxes and customs duties applicable at the time the offer was drawn up.

The agreed price may be adjusted if, after entering into a contract, verifiable changes occur in the labour costs, purchase prices, taxes and customs duties stated in the offer, which are taken as a basis for calculating the price. The adjustment shall be made to the extent necessary to maintain the equivalence between the rendered service and the counter-performance. Price reductions resulting from lower cost factors shall be taken into account in the same manner.

5. The following provisions regarding price adjustments apply between ABT and the Contracting Party who is a Consumer within the meaning of Section 13 BGB:

All prices contained in ABT’s quotation for labour, materials, raw materials, land or sea freight, taxes, and customs duties are calculated based on the labour costs, purchase prices, taxes and customs duties applicable at the time the offer was drawn up.

The agreed price may be adjusted if, after entering into a contract, verifiable changes occur in the labour costs, purchase prices, taxes and customs duties in the offer, which are taken as a basis for calculating the price. The adjustment shall be made to the extent necessary to maintain the equivalence between the rendered service and the counter-performance. Price reductions resulting from lower cost factors shall be taken into account in the same manner.

6. Potential corrections to the invoice by ABT, and similarly an objection raised by the Contracting Party, must be made no later than 6 weeks after
receipt of the invoice.

Section 14 Set off and retention

1. The Contracting Party may only set off claims against ABT if the Contracting Party’s counter-claim is undisputed or has become res judicata.

2. The Contracting Party may only assert a right of retention insofar as it is based on claims resulting from the contractual relationship.

Section 15 Extended right of lien

1. ABT shall have a contractual right of lien on the subject matter of order, which has come into its possession as a result of the contract, in respect of its claim resulting from the contract. The contractual right of lien may also be asserted in respect of claims resulting from work performed previously, spare parts deliveries and other services, insofar as they are related to the subject-matter of contract.

2. ABT is entitled to realise the lien by way of a private sale. Written notification to the Customer’s last known address shall suffice as notification of the intended sale of the pledged goods.

3. With regard to other claims resulting from the business relationship, the contractual right of lien shall apply only insofar as such claims are undisputed or have become res judicata, and the subject matter of order is owned by the Contracting Party.

Section 16 Secrecy

The Contracting Party undertakes to maintain secrecy regarding all information of which it becomes aware in conjunction with the contractual relationship with ABT, whether or not such information relates to ABT itself or its business dealings, unless ABT releases it from such secrecy.

Section 17 Website access

ABT does not guarantee that its website shall be accessible and available at all times or for an unlimited period. In the event that access to the website is restricted or unavailable due to unscheduled or routine maintenance and service work, ABT shall endeavour to rectify the fault as quickly as possible.

Section 18 Notice in accordance with section 36 German Consumer Dispute Resolution Act (VSBG)

ABT does not participate in dispute resolution proceedings before a consumer arbitration board within the meaning of VSBG and does not undertake to do so.

Section 19 Applicable law and place of jurisdiction

1. The law of the Federal Republic of Germany applies by way of exclusion of the UN Sales Law (CISG). This choice of law implies that a Contracting Party whose habitual residence is in one of the EU Member States or Switzerland shall not be deprived of the protection afforded by mandatory provisions of the law of that state.

2. Insofar as the Contracting Party is a merchant, a legal person under public law or a Federal Special Fund, ABT’s registered office in Kempten shall be deemed the exclusive place of jurisdiction for all disputes resulting from the contract.

The same shall apply if the Contracting Party has no general place of jurisdiction in Germany or the EU, or if their place of residence or habitual residence is unknown at the time the action is brought.

This does not affect ABT’s right to bring proceedings before a court at another statutory place of jurisdiction.