AGBs

1. scope of application

1.1 These General Terms and Conditions ("GTC") apply to all transactions and orders between Alltrucks GmbH & Co. KG ("ALLTRUCKS") and its customers (in particular ALLTRUCKS partners) ("Customer"), including all services belonging to the ALLTRUCKS range of services such as licences, training courses, training and hotline offers, which can also be ordered via the ALLTRUCKS online portal, and in particular also to the respective workshop contract with the ALLTRUCKS partners themselves. They also apply in their respective version as a framework agreement for future contracts and orders with the same customer, without an express reference to the GTC having to be made in each individual case.

1.2 Conflicting or deviating terms and conditions of customers are hereby rejected. They shall only become part of the contract if ALLTRUCKS expressly agrees to them in individual cases. These GTC shall also apply if ALLTRUCKS performs services for the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these GTC.

1.3 Individual agreements made with the customer in individual cases shall always take precedence over these GTC. A contract in text form or confirmation from ALLTRUCKS in text form is mandatory for the content of such individual agreements.

1.4 The client can only be a natural or legal person or a partnership with legal capacity which, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity (entrepreneur within the meaning of Section 14 BGB).

2 Scope and conclusion of the contract

2.1 The subject of the order is the agreed service, not a specific (commercial) outcome. ALLTRUCKS is authorised to use employees, expert third parties and data processing companies to carry out the order.

2.2 All services offered by ALLTRUCKS, including those sold via the online portal operated by ALLTRUCKS, represent legally non-binding and noncommittal offers and serve as an invitation to submit an offer (invitatio ad offerendum).

2.3 Offers from ALLTRUCKS are only binding in exceptional cases and in individual cases if they are expressly designated as binding by ALLTRUCKS. ALLTRUCKS shall only be bound by binding offers until the time specified in the offer, but no later than four weeks after the offer has been sent.

2.4 Binding contracts are concluded by a written agreement between ALLTRUCKS and the customer, the actual start of the corresponding order fulfilment by ALLTRUCKS or by the final activation of individual order fields by the customer, which are expressly marked as order fields for binding orders in the ALLTRUCKS online portal. If the customer orders the goods via the online portal, ALLTRUCKS shall confirm receipt of the order without delay.

3. obligations of the client

3.1 The customer shall indemnify both ALLTRUCKS and its shareholders against all claims asserted by third parties against ALLTRUCKS or its shareholders due to measures, business practices and/or other behaviour of the customer, in particular due to defective provision of workshop services by the customer, and shall immediately reimburse ALLTRUCKS or its shareholders for all expenses, damages and other disadvantages incurred by them as a result.

3.2 ALLTRUCKS is authorised to assign the customer to different performance classes based on the respective results of the audit and partner evaluations. This forms the basis for subsequent development and improvement measures by the customer and the workshop concept.

3.3 The audit and partner evaluation is regularly reviewed and further developed by ALLTRUCKS. The customer shall be informed of any changes and the current version in good time. If the customer does not achieve the specified minimum level in the audit and partner evaluation, the audit and partner evaluation shall be repeated within three months at the expense and cost of the customer.

4 Prices and terms of payment

4.1 Unless otherwise agreed or not already issued as a gross price via the online portal, agreed prices are net prices in EUR plus the applicable VAT. Customs duties or other levies, including those incurred subsequently, shall be charged to the customer. The agreed price is due for payment immediately.

4.2 ALLTRUCKS reserves the right to change agreed prices appropriately if cost reductions or cost increases occur after conclusion of the contract. ALLTRUCKS shall provide evidence of this to the customer upon request.

4.3 The deduction of a discount requires a special agreement in text form.

4.4 If the Customer is in default of payment or if there are reasonable doubts about the Customer's ability to pay, ALLTRUCKS is authorised to declare all claims against the Customer arising from the business relationship due immediately, to withhold outstanding services in whole or in part or to withdraw from existing contracts in whole or in part. In the event of late payment, ALLTRUCKS shall be entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate, unless the Customer proves a lower loss or ALLTRUCKS proves a higher loss.

4.5 The client shall only be entitled to rights of set-off, retention and refusal of performance if its counterclaims have been legally established, are undisputed or recognised. Furthermore, the client is only authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

5. cancellation conditions for face-to-face seminars and training courses

5.1 Courses and training offered by ALLTRUCKS, which the customer can book via the online portal, can be cancelled by the customer free of charge up to 28 days before the start of the event. If the cancellation is made by the customer up to 15 days before the start of the respective event, 50 % of the agreed remuneration shall be due.

5.2 If the cancellation is made by the client later than 15 days before the start of the event or if the client does not appear on the date of the event, the fee shall be payable in full.

5.3 If courses or training sessions are cancelled due to illness of instructors, force majeure or other unforeseeable events, the customer shall not be entitled to demand that the corresponding event be held. ALLTRUCKS has the right to reschedule the event within four weeks of the original date. If no alternative date is agreed, no remuneration shall be payable.

5.4 In all cases, ALLTRUCKS shall not be liable for any costs incurred for travelling, accommodation and/or loss of working hours. Nor shall ALLTRUCKS be liable for indirect/indirect damages, such as in particular lost profits or third-party claims. Alltrucks shall only be liable for intent and gross negligence in accordance with the statutory provisions.

5.5 ALLTRUCKS also has the right to cancel booked courses and training sessions at any time, but no later than 7 days before the start of the event, without giving any further reasons.

6. default of acceptance

If the customer defaults on acceptance of the service offered by ALLTRUCKS or if the customer fails to fulfil any other obligation to cooperate, ALLTRUCKS is entitled to set the customer a reasonable deadline with a threat of cancellation. If the deadline expires without result, ALLTRUCKS shall be entitled to terminate the order without notice. This shall not affect ALLTRUCKS' claim to compensation for the additional expenses incurred as a result of the delay or the Customer's failure to co-operate as well as the damage caused, even if ALLTRUCKS does not exercise its right of termination.

7 Warranty and liability

7.1 Unless otherwise agreed in individual cases, liability for damages caused by ALLTRUCKS arising from the service relationship between the customer and ALLTRUCKS shall be limited to a maximum of EUR 100,000.00 per individual case. In the event of damage, ALLTRUCKS shall be authorised to assign any indemnification claim against the insurer to the customer in discharge of debt.

7.2 ALLTRUCKS assumes no liability for the accuracy and completeness of the information and data ("Information") provided to the customer. Changes, country-specific variants, errors or mistakes regarding the Information cannot be completely ruled out.

7.3 The customer must ensure that both the vehicle identification and the equipment of the vehicle or product to be repaired match the information requested. ALLTRUCKS accepts no liability for damage caused by incorrect, incomplete or misinterpreted information. Liability on the part of ALLTRCUKS is also excluded if the customer uses outdated information that is already available in an updated version. If the customer creates print versions of information, he must always check that these are up to date.

7.4 ALLTRUCKS shall not be liable for damage caused by failure to fulfil the following obligation:

• the client will only use trained personnel for the execution and related work;
• the client will only use suitable testing equipment or tools;
• the client carries out a functional test with the vehicle after completion of the repair work.

7.5 The limitation of liability does not apply to damages resulting from injury to life, limb or health that are based on an intentional or grossly negligent breach of duty by ALLTRUCKS, a legal representative or vicarious agent of ALLTRUCKS and/or for other damages that are based on an intentional or grossly negligent breach of essential contractual obligations (so-called cardinal obligations) by ALLTRUCKS, a legal representative or vicarious agent of ALLTRUCKS.

7.6 A claim for damages can only be asserted within a preclusive period of one year after the Customer has become aware of the damage and of the event giving rise to the claim, unless it concerns damage arising from injury to life, limb or health that is based on an intentional or grossly negligent breach of duty by ALLTRUCKS and/or it concerns other damage that is based on an intentional or grossly negligent breach of duty by ALLTRUCKS, a legal representative or vicarious agent of ALLTRUCKS. Grossly negligent ignorance shall be deemed equivalent to knowledge.

7.7 If damage is covered by an insurance policy taken out by the customer for the damage in question, ALLTRUCKS shall only be liable for any associated disadvantages suffered by the customer (e.g. higher insurance premiums or interest disadvantages) until the claim is settled by the insurance company.

7.8 ALLTRUCKS' right to assert the defence of the statute of limitations remains unaffected.

8. rights of use

8.1 All rights to all services provided by ALLTRUCKS for the Customer, including all materials provided (e.g. presentations, designs, ideas, sketches, concepts, etc.), including individual parts thereof, shall remain the property of ALLTRUCKS and may be reclaimed by ALLTRUCKS at any time. ALLTRUCKS shall grant the Customer rights of use to the services provided to the CUSTOMER within the scope of the respective order in accordance with these GTC, a separate contract between ALLTRUCKS and the Customer or a separate utilisation agreement.

8.2 Changes to the services provided by ALLTRUCKS by the customer are only permitted with the express consent of ALLTRUCKS.

8.3 The use of all materials made available within the scope of the services provided by ALLRTRUCKS beyond the originally agreed purpose and scope of use - regardless of whether this service is protected by copyright - is only permitted with the express consent of ALLTRUCKS. In particular, any processing, duplication, forwarding or other distribution beyond the agreed contractual use is prohibited without the express consent of ALLTRUCKS.

8.4 The customer is not authorised to transfer rights of use to the services provided by ALLTRUCKS for the customer to third parties in any form.

8.5 ALLTRUCKS is authorised to use the services provided for its own advertising purposes, including on the Internet and in competitions.

9. insurance cover

The customer is obliged to ensure adequate insurance cover in line with market conditions. This applies in particular with regard to the conclusion of liability insurance to ensure the fulfilment of all obligations arising from the contractual relationship with ALLTRUCKS. The customer shall provide ALLTRUCKS with evidence of the existence of the relevant insurance cover on request.

10. confidentiality, duty of secrecy towards third parties

10.1 Alltrucks is authorised to automatically collect personal data of the customer within the scope of the purpose of the orders placed, to process it in an automated file and to transfer it to a service computer centre for further order data processing as well as to companies affiliated with ALLTRUCKS within the meaning of § 15 AktG. The customer hereby expressly consents to the transfer of its personal data and in this respect releases ALLTRUCKS from its duty of confidentiality. The customer shall receive information about the stored data from ALLTRUCKS upon request. He has the right to correct, block and delete this data in accordance with the statutory provisions.

10.2 This also applies to personal data of the customer's employees. The customer must ensure that there is a valid agreement between the customer and its own employee in which the employee agrees that the customer may transmit the employee's data necessary for the provision of the service offered by ALLTRUCKS to ALLTRUCKS or another third party commissioned by ALLTRUCKS and that this data may be stored there, provided that it concerns data for the provision of the services and for the creation of a service history. The customer's employee shall receive information about the stored data from ALLTRUCKS upon request. He has the right to correct, block and delete this data in accordance with the statutory provisions.

10.3 Insofar as the customer is subject to a duty of confidentiality towards third parties, it is obliged to ensure that these third parties release it from the duty of confidentiality before passing on the third party's data to ALLTRUCKS.

10.4 ALLTRUCKS undertakes to maintain confidentiality regarding confidential information of the customer that becomes known to it in the course of the co-operation. The same shall apply to the customer with regard to confidential information about ALLTRUCKS that becomes known to it in the course of the co-operation. The duty of confidentiality shall continue beyond the end of the contract and shall also apply if a co-operation does not come about.

10.5 The Customer undertakes to use the knowledge, documents, aids, information and other items provided or made accessible to it on the basis of the existing contractual relationship with ALLTRUCKS exclusively for the fulfilment of the tasks assumed by it within the scope of this contract and otherwise not to provide or disclose them to third parties, nor to use them in the interest or for the benefit of third parties.

11. termination of contract for good cause and consequences of termination of contract

11.1 Termination without notice is permitted at any time after prior warning if one party to the contract breaches material provisions of the contract to such an extent that the other party to the contract cannot reasonably be expected to continue the contractual relationship until the end of the ordinary notice period, taking into account all the circumstances of the individual case.

11.2 Furthermore, ALLTRUCKS is entitled, in addition to the existing statutory cancellation rights, to cancel the contract in whole or in part with immediate effect if:

• there are concrete indications that the customer will, in all probability, not fulfil contractual obligations, on the faultless, complete and timely fulfilment of which ALLTRUCKS relies in relation to its contractual partners, in the manner owed, or
• the customer suspends payments to ALLTRUCKS, i.e. permanently and definitively refuses to pay, or
• a significant deterioration in the customer's financial circumstances occurs or threatens to occur and this jeopardises the fulfilment of a material contractual obligation towards ALLTRUCKS, or
• the customer's ownership or management changes or if there is a more than insignificant change in the shareholding relationship, unless the customer has notified ALLTRUCKS of this in advance - in the case of a change of ownership or management with sufficient proof of qualification - and has obtained ALLTRUCKS' consent. Consent shall not be refused if justified ALLTRUCKS interests are not affected, or
• the client fails to provide evidence of insurance cover in accordance with clause 9 despite a warning
• the client repeatedly fails to fulfil the required minimum standards in the regular audit and partner assessment.

11.3 Furthermore, ALLTRUCKS shall be entitled to terminate the contract with immediate effect if:

• the client becomes insolvent, or
• the client is facing imminent insolvency or there are signs of over-indebtedness on the part of the client, or
• the client applies for the opening of insolvency proceedings or comparable debt settlement proceedings against the client's assets or business.

11.4 Any claims by the Customer due to extraordinary cancellation by ALLTRUCKS for the reasons stated in Clauses 11.2 and 11.3 are excluded.

11.5 After the end of the contractual relationship, all designations, names, brands and other markings of ALLTRUCKS must be removed immediately or, if the customer's property bearing them is to continue to be used, made unrecognisable. Documents, aids and other items and all other items provided free of charge must be returned to ALLTRUCKS immediately and without being requested to do so.

11.6 The customer shall refrain from doing anything that could indicate the continuation of the contractual relationship with ALLTRUCKS, such as in particular the continued use of the graphic design of the ALLTRUCKS labelling with regard to its colour and shape, irrespective of its lettering.

11.7 All obligations within the scope of the termination of the contractual relationship must be fulfilled regardless of whether the customer has or asserts claims against ALLTRUCKS. In the event of non-fulfilment within 30 days of the end of the contractual relationship, ALLTRUCKS shall be entitled to demand a contractual penalty of EUR 10,000.00 from the Customer for each case of non-compliance, irrespective of fault.

12. final provisions

12.1 German law shall apply exclusively. Only the German version of these GTC is binding.

12.2 The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Munich. ALLTRUCKS is authorised to sue the customer at any other legal place of jurisdiction.

12.3 Legally relevant declarations and notifications to be made by the customer to ALLTRUCKS after conclusion of the contract must be made in text form in order to be valid.

12.4 References to the statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall apply unless they are expressly excluded in these GTC, insofar as possible.

12.5 If one or more clauses of these terms and conditions are invalid, this shall not affect the validity of the remaining clauses. The parties already agree that the invalid clause shall be replaced by a clause that corresponds as closely as possible to the meaning and purpose of the invalid clause.

Status: 01/05/2019