Terms and Conditions of Tucker GmbH

1. Scope: Sales and deliveries by Tucker GmbH, Stanley Engineered Fastening (hereinafter referred to as TUCKER) shall be made exclusively to Customer in accordance with the following General Terms and Conditions of Sale and Delivery (hereinafter referred to as "Terms of Delivery"), which shall be accepted by Customer by its order or the receipt of delivery, and shall also apply to all future transactions with Customer. The application of Customer's conflicting or supplementary terms and conditions shall be excluded even if such terms and conditions are not expressly objected to by TUCKER.

2. Conclusion of Contract:

2.1: Offers by TUCKER shall be non-binding. A contract shall not become effective until Customer’s order has been accepted by TUCKER in writing and shall be governed exclusively by the contents of the confirmation of order and these Terms of Delivery.
2.2: Field representatives of TUCKER have no authority to conclude contracts or to give binding confirmations with respect to the goods or to agree upon any other obligations.
2.3: TUCKER reserves all rights in any sales material (in particular descriptions and drawings) as well as samples. They shall not be made available to third persons and are to be returned to TUCKER immediately upon its request.

3. Prices, Terms of Payment:
   
   3.1: Unless the parties have agreed upon a certain price the price shall be determined by the price list of TUCKER as applicable at the date of the conclusion of this Contract.
   3.2: All TUCKER prices shall be exclusive of VAT in the respective applicable amount. They apply ex factory and do not include any forwarding and packaging costs which will be charged separately. Customer shall bear any public charges such as customs duties which may arise in connection with the import of goods.
   3.3: The parties agree that all payment obligations based on this Contract are in the EURO currency.
   3.4: Each invoice of TUCKER shall be due for payment without any deductions within 30 days of the date of invoice; if this period for payment lapses unsuccessfully Customer shall go into default. Payments by Customer shall not be deemed to have been made until TUCKER has received such payment.
   3.5: In the event that Customer is in default (cf. para. 3.4) TUCKER shall be entitled to demand default interest in the applicable statutory amount. The assertion of a claim for further damages shall remain unaffected thereby.
   3.6: Bills of exchange and cheques shall only be taken on account of performance upon special arrangement and without any bank charges or other costs for TUCKER.
   3.7: Customer is only entitled to a set-off if his counterclaim is uncontested or has been finally adjudicated.
   3.8: Customer is only entitled to assert a right of retention to the extent that his counterclaim is based on the same contract and is uncontested or has been finally adjudicated.
   3.9: If TUCKER becomes aware of the risk of Customer's impossibility to perform ("mangelnde Leistungsfähigkeit") after the conclusion of this Contract, TUCKER shall be entitled to only make any outstanding deliveries against prepayment or the provision of security. If such prepayments or security have not been rendered even after the expiration of a reasonable grace period granted by TUCKER, TUCKER may, notwithstanding any further rights, partially or totally cancel this Contract.
   3.10: The prices agreed between TUCKER and Customer shall apply to Customer only. Customer shall not be entitled to disclose those prices to third parties. The prices are confidential information of Tucker and shall be subject to the confidentiality obligation according to para. 11. TUCKER shall not be obliged to offer goods to third parties at similar prices.

4. Shipment, Passage of Risk, Insurance:
   
   4.1: Delivery deadlines and delivery periods are only binding if they have been confirmed by TUCKER in writing and Customer has provided TUCKER in a timely manner with all of the information or documentation required for the performance of such deliveries and any advance payments agreed by the parties have been paid. Delivery periods agreed by the parties shall begin on the date of the confirmation of order. In the event of additional or supplementary contracts, the delivery periods shall be extended accordingly.
   4.2: Events which are unforeseeable, unavoidable and beyond the sphere of influence of TUCKER and any events for which TUCKER does not bear responsibility such as acts of God, natural catastrophes and labour disputes shall release TUCKER for the duration of such event from its obligation to make timely delivery or service. Delivery periods agreed between the parties shall be extended by the length of such disturbance, Customer shall be informed of the occurrence of such disturbance in a reasonable manner. If the end of such disturbance is not foreseeable, or should it continue for more than two months, each party is entitled to cancel the Contract.
   4.3: Should Customer be in default of the acceptance of delivery or should it be in breach of any other duties to co-operate with TUCKER, TUCKER shall be entitled, notwithstanding any further rights, to reasonably store the goods at Customer's risk and expense.
   4.4: TUCKER may make partial delivery for good reason.
   4.5: Deliveries shall be made ex works. Shipment shall be made using a reasonable method of shipment in the usual packaging.
   4.6: Insurance shall be taken out only upon request and at the expense of Customer.
   4.7: Risk shall transfer to Customer upon the delivery of the goods to the forwarding company or Customer himself. Should the delivery or shipment be delayed on grounds for which Customer bears the responsibility, risk shall transfer to Customer on the date of the notification of the readiness of the goods for shipment.

5. Quality and Documentation:
   
   5.1: Any changes to the object of delivery require prior written consent of Customer.
   5.2: TUCKER shall control the quality of the objects of delivery regularly. The parties shall inform each other about potential quality improvements.
   5.3: If and to the extent that the parties have agreed on any special identification of parts of motor vehicles (e.g. with “D”), TUCKER shall document when, in what way and by whom the objects of delivery were inspected prior to delivery; TUCKER shall also document the results of such stipulated quality tests (“Testing Documents”). TUCKER shall keep the Testing Documents for ten years and they shall be accessible to Customer upon request. TUCKER shall impose this obligation on its presuppliers to the same extent within the scope of the legal possibilities.
   5.4: If and to the extent that the competent public authorities demand access to information about the production process of Customer and its testing documents for testing purposes, TUCKER shall, upon Customer's request, grant these public authorities access to its existing Testing Documents related to such objects of delivery which were delivered to Customer.

6. Characteristics, Rights of Customer due to Defects, Duty to Inspect Goods:
   
   6.1: Statements in catalogues, price lists and other information material as well as goods descriptions made available to Customer by TUCKER shall not be understood as a specific guarantee for the characteristic of the object of delivery; such specific guarantees must be expressly agreed upon in writing.
   6.2: Customer's rights due to defects of the objects of delivery shall require that he inspects the goods upon delivery and notifies TUCKER in writing of defects without undue delay, but no later than two weeks after delivery; hidden defects shall be notified to TUCKER in writing without undue delay upon their discovery.
   6.3: In the event of any notification of defect TUCKER shall have the right to inspect and test the objectionable good. Customer shall give TUCKER the necessary time and opportunity for the inspection and testing of the objectionable good. TUCKER may also demand from Customer that it returns the objectionable good to TUCKER at TUCKER's expense. Should Customer's notice of defect prove to be unjustified in an intentional or grossly negligent manner, Customer shall be obligated to render compensation for all of the costs incurred in this respect.
   6.4: TUCKER shall at its option remove the defect or deliver a replacement of the defective part or the whole object of delivery, both free of charge for Customer.
   6.5: The costs for transport, travel, labour and material incurred in this respect shall be borne by TUCKER to the extent para. 6.3 sentence 4 does not apply.
   6.6: Customer shall give TUCKER the opportunity and necessary time of in any case not more than 14 days for removing the defect or delivering the replacement. Customer shall only have the right upon having notified TUCKER without undue delay to remedy the defect itself or have the defect remedied by a third party and demand compensation of its necessary expenses in instances of emergency in which the safety of operations is endangered or in order to avoid disproportionately large damages or if TUCKER is in default of removing the defect.
   6.7: Parts replaced or delivery items entirely replaced by TUCKER shall be returned to TUCKER upon request within four (4) weeks. Customer acknowledges and accepts that if Customer fails to return them within the aforementioned period TUCKER shall be entitled to invoice the full price of the respective parts replaced and/or delivery items entirely replaced and Customer shall pay such invoices in accordance with the payment terms of this agreement.
   6.8: TUCKER shall not assume any liability for damages caused by inappropriate or improper use, faulty storage, faulty safekeeping, faulty transport, faulty assembly, incorrect start-up of operation, faulty maintenance, faulty treatment or incorrect installation by Customer, the use of inappropriate accessories or inappropriate spare parts or by natural wear and tear, provided that TUCKER does not bear the responsibility for such damages.
   6.9: Should the remedy of a defect by way of repair or delivery of a replacement fail, should such remedy be unreasonable for Customer or has TUCKER refused such remedy according to sec. 439 subsec. 3 BGB, Customer may demand, at its option and in accordance with the statutory provisions, the rescission of this Contract, a reasonable reduction of the purchase price or the compensation of his damages in accordance with para. 7 or the reimbursement of his futile expenses.
   6.10: The limitation period for claims of Customer based on defects of the goods shall be 12 months from the date of passage of risk.

7. Compensation of Damages and Restriction of Liability:
   
   7.1: TUCKER accepts liability in cases of intent and gross negligence on the part of TUCKER, one of its representatives or agents as well as culpably incurred injury of life, limb or health in accordance with statutory legislation. In case of gross negligence, however, TUCKER shall only be liable for typical damages, which were reasonably foreseeable if none of the other exceptional cases listed in sentences 1 or 3 of this para. 7.1 applies at the same time. Moreover, TUCKER will be liable only in accordance with the Product Liability Act, culpable breach of essential contractual duties or in as far as TUCKER fraudulently concealed the defect or if TUCKER granted guarantee of the qualities of the goods hereunder. Claims for damages for culpable breach of contractual duties, however, shall be limited to typical damages, which were reasonably foreseeable if none of the other exceptional cases listed in sentences 1 or 3 of this para. 7.1 applies at the same time.
   7.2: The conditions of above para. 7.1 are valid for all claims for damages (in particular claims for damages in addition to the performance and damage claims instead of performance), and irrespective of the legal grounds, in particular for impossibility, default, defective or incorrect deliveries, breach of contract, breach of obligations in contract negotiations and/or tort. They shall also apply to a claim for reimbursement of futile costs.
   7.3: The above rulings shall not constitute any change in the burden of proof to the disadvantage of Customer.

8. Retention of Title:
   
   8.1: The delivered goods shall remain the property of TUCKER until any and all claims of TUCKER arising under the business relationship with Customer have been fully paid.
   8.2: In the case of current accounts this retention of title shall be deemed to be security of the claim for the balance to which TUCKER is entitled.
   8.3: Customer shall only be allowed to sell goods subject to this retention of title within normal and proper business transactions. Customer is not entitled to pledge the goods subject to retention of title, grant chattel mortgages on them or make other dispositions endangering TUCKER's title to such goods. Customer hereby assigns its claim under the resale of the goods to TUCKER, and TUCKER hereby accepts such assignment. Should Customer sell the products subject to retention of title after processing or transformation or joining of such products with other goods or together with other goods, this assignment of claim shall only be agreed to in the amount of the portion equivalent to the price agreed to between TUCKER and Customer plus a safety margin of 10 % of this price. Customer is granted the revocable authorization to collect in trust the claims assigned to TUCKER in its own name. TUCKER may revoke such authorization and the right to resell the products if Customer is in default of the performance of material obligations such as providing payment to TUCKER; in case of revocation, TUCKER is entitled to collect the claims itself.
   8.4: Any processing or transformation of the products subject to retention of title by Customer shall always be for TUCKER. If products subject to retention of title are processed with other goods, TUCKER shall acquire joint ownership of the new goods in the ratio of the value of the products subject to retention of title to the other processed goods at the time of processing. The same regulations applying to the products delivered under retention of title shall otherwise apply to the new goods created by processing.
   8.5: Should the products subject to retention of title be joined with other goods, TUCKER shall acquire joint ownership of the new goods in the ratio of the value of the products subject to retention of title to the other goods at the date of joining. Should the joining of the goods occur in such manner that Customer's goods are to be viewed as the main goods, it shall be deemed to have been agreed that Customer shall assign proportionate joint ownership to TUCKER. Customer shall hold the joint ownership created in such manner in custody for TUCKER.
   8.6: Customer shall provide TUCKER at all times with all desired information concerning the goods subject to the retention of title or claims assigned to TUCKER under this Contract. Attachments of or claims by third parties to the goods subject to the retention of title shall be immediately reported to TUCKER by Customer and accompanied by the necessary documents. Customer shall at the same time advise the third party of TUCKER's retention of title. The costs of the defence against attachments and claims shall be borne by Customer.
   8.7: Customer is obligated to treat the goods subject to the retention of title with care for the duration of such retention of title.
   8.8: Should the realisable value of the securities exceed all of TUCKER's claims which are to be secured by more than 10 %, Customer shall be entitled to demand a release to such extent.
   8.9: Should Customer be in default of material obligations such as payments to TUCKER, TUCKER may, if it rescinds the Contract, take back the goods subject to the retention of title and otherwise realise them for the purpose of satisfying its matured claims against Customer without prejudice to any other rights it may have. In such case Customer shall grant TUCKER or TUCKER's agents immediate access to the goods subject to the retention of title and surrender the same.
   8.10: In the case of deliveries to other jurisdictions in which the foregoing provisions governing the retention of title do not have the same security effect as in Germany, Customer shall do everything to create equivalent security rights for TUCKER without undue delay. Customer shall co-operate in all measures such as registrations, publication, etc. which are necessary and expedient to the validity and enforceability of such security rights.
   8.11: Upon request of TUCKER Customer shall insure the goods subject to this retention of title, shall present the respective proof of insurance and shall assign the claims from such insurance TUCKER.

9. Product Liability: Should Customer sell the goods in an unchanged state or upon processing, transformation or joining them with other goods, it shall hold TUCKER harmless within the internal relationship between the parties to this contract from product liability claims of third parties, provided that Customer is responsible for the defect causing such liability.

10. Industrial Property Rights:
    10.1: If Customer dictates through certain instructions, data furnished, documentation, drafts or drawings, how TUCKER shall manufacture the goods, Customer gives the warranty that TUCKER does not violate the rights of third parties such as patents, utility models, trademarks, copyrights and any other intellectual property rights (“Industrial Property Rights”). Customer shall hold TUCKER harmless from any claims of third parties which these parties may assert against TUCKER because of such a violation.
    10.2: Unless Customer is liable under the terms of para. 10.1, TUCKER shall be liable for such claims of third parties for the violation of third parties’ Industrial Property Rights, if such Industrial Property Rights are registered at the European Patent Office, in the Federal Republic of Germany, in France, in Great Britain, in Austria or in the United States of America if and to the extent that such claims are based on the use of the objects of delivery in accordance with the contract by Customer.
    10.3: TUCKER holds Customer harmless from and against all claims related to the violation of Industrial Property Rights as defined by para. 10.2.
    10.4: The limitations and exclusions of compensation of damages and liability set out in para. 7 shall apply to this para. 10.
    10.5: The parties shall inform each other immediately about any circumstances, which indicate the possible violation of Industrial Property Rights of third parties. The parties shall inform each other also about any alleged violation of third parties' Industrial Property Rights in order to jointly avert such third-party claims.

11. Confidentiality: The parties agree to treat all non-evident technical and commercial facts, which they get to know due to their business relationship as a business secret and not to use their business relationship for advertising purposes without the other party’s prior written consent.

12. Use of Tools and Confidential Information provided by Customer: Models, templates, stencils, samples, tools or any other production material paid in full by Customer as well as confidential information provided to TUCKER by Customer shall not be used for any deliveries made to third parties unless Customer has given his prior consent to such use in writing.

13. Prohibition of Assignment, General Provisions:
    
    13.1: Customer shall not be entitled to assign his claims under this Contract.
    13.2: Amendments of and supplements to this Contract and/or these Terms of Delivery and any side agreements must be in writing. The same shall apply to the amendment of this written form requirement.
    13.3: If a provision of this Contract and/or these Terms of Delivery is fully or partially invalid, the validity of the remaining provisions shall remain unaffected thereby. The parties undertake in such case to replace the invalid provision by a valid provision coming closest to the commercial purpose of the invalid provision.
    13.4: The exclusive venue for all disputes arising under this contractual relationship shall be Frankfurt/Main. TUCKER is entitled, however, to sue Customer at any other court having statutory jurisdiction.
    13.5: The laws of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

November 11th, 2020

Export Control, No Re-Export to Russia and Belarus („No-Russia“-Clause and „No-Belarus“-Clause)

(1) The [Importer/Buyer] shall not sell, export, or re-export, directly or indirectly, any goods supplied under or in connection with this Agreement to the Russian Federation and Belarus or for use in the Russian Federation and Belarus, as covered under Article 12g of Council Regulation (EU) No 833/2014 and Article 8g of Council Regulation (EU) No 765/2006.

(2) The [Importer/Buyer] shall ensure that the prohibitions in paragraph (1) are not circumvented by any third parties in the commercial chain, including by possible resellers.

(3) The [Importer/Buyer] shall establish and maintain effective monitoring mechanisms to detect and prevent any actions by third parties that would contravene paragraphs (1) or (2). This includes keeping detailed records and documentation of compliance efforts, which must be retained for at least 10 years after this Agreement's termination.

(4) The [Importer/Buyer] shall promptly inform the [Exporter/Seller] of any difficulties in applying paragraphs (1), (2), or (3), including any relevant third-party activities that could undermine the objectives of paragraphs (1) or (2).

(5) The [Importer/Buyer] shall provide the [Exporter/Seller] with the necessary information and documentation to prove its compliance with its obligations stated in this clause within two weeks upon request.

(6) The [Exporter/Seller] may audit the [Importer/Buyer]'s business and production premises at any time to verify the [Importer/Buyer]'s compliance with its obligations stated in this clause. Audits shall be conducted with reasonable notice and within the [Importer/Buyer]'s usual business hours. The [Exporter/Seller] shall protect any confidential information or business secrets encountered during such audits.

(7) Any violation of paragraphs (1) to (5) constitutes a material breach of this Agreement, and the [Exporter/Seller] may seek appropriate remedies, including, but not limited to: (i) termination of this Agreement without notice; and (ii) liquidated damages of 10% of the total value of this Agreement or the price of the goods exported, whichever is higher, unless the [Importer/Buyer] is not responsible for the breach.