General Terms and Conditions of Arden Automobilbau GmbH

§ 1 General, scope

(1) These general terms and conditions ("GTC") apply to all business relationships with our contractual partners. The GTC apply if the contractual partner is an entrepreneur (Section 14 of the German Civil Code), a legal entity under public law or a special fund under public law. They also apply to consumers (Section 13 of the German Civil Code), but only if this is explicitly stated. In addition to the GTC, our general purchasing conditions also apply to purchases.

(2) All business relationships entered into by us are concluded exclusively on the basis of these General Terms and Conditions. Deviating or conflicting clauses in the General Terms and Conditions of our contractual partners will only become part of the contract if we have expressly agreed to them.

(3) Individual agreements made with the contractual partner in individual cases (including ancillary agreements, additions and changes) always take precedence over these General Terms and Conditions, even if the contractual partner is a consumer. A written contract or our written confirmation is decisive for the content of such agreements.

(4) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these General Terms and Conditions.

§ 2 Conclusion of contract

(1) All information, statements and assurances provided by Arden employees or representatives are for information purposes only and will only become legally binding upon our written confirmation.

(2) The presentation of goods in the online shop does not constitute an offer, but a non-binding invitation to the contractual partner to order. By ordering the goods, the contractual partner makes a binding contractual offer. We will immediately confirm receipt of an order electronically. This confirmation of receipt, as well as the receipt of an order by telephone, does not constitute a binding acceptance on our part. The contract is only concluded with a separate order confirmation. We are entitled to accept the contractual partner's binding offer within seven (7) working days, or within three (3) working days for an electronic order, from receipt of the contractual partner's order.

(3) The provisions of this Section 2 shall also apply to consumers.

§ 3 Prices

(1) Unless otherwise stated in our order confirmation, our prices for deliveries are "ex works". Packaging, freight, postage, insurance and delivery charges are charged separately.

(2) Price information in brochures and catalogues is non-binding and is for information purposes only. This provision also applies to consumers.

(3) The gross prices stated by us apply to consumers. In business transactions with entrepreneurs or merchants, the statutory value added tax is not included in the price information; it is stated separately in the invoice at the statutory rate on the day of invoicing.

§ 4 Terms of payment

(1) Unless otherwise stated in the order confirmation, the invoices issued by us must be paid immediately without deduction. Invoices for vehicle deliveries must be paid upon collection. These regulations also apply to consumers.

(2) In the case of conversions, the agreed work must be accepted after completion. Invoices for repairs, conversions and installations on vehicles made available to us must be paid immediately after acceptance without deduction. Acceptance takes place when the vehicle is picked up after completion. A protocol of acceptance is drawn up upon collection, which must be signed by both contracting parties. These regulations also apply to consumers.

(3) If the payment deadline is exceeded in accordance with clause 1, sentence 1, the contractual partner is in default. In this case, we are entitled to charge consumers default interest of 5% pa above the respective base interest rate of the European Central Bank and other contractual partners of 8% pa above the respective base interest rate. The right to assert further damages for default remains reserved. Section 353 of the German Commercial Code remains unaffected.

(4) In the case of partial deliveries or partial services, if the contractual partner defaults on payment, we may refuse to perform the services still to be provided under the contract until the outstanding claims have been settled. In addition, in such a case, we are entitled, in deviation from the provisions under point 1 above, to demand concurrent payment for the remaining services still to be provided.
(5) Failure to comply with the terms of payment, default or other circumstances that reduce the creditworthiness of the contractual partner entitle us to demand immediate payment of all claims arising from the current business relationship.

(6) The contractual partner shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

§ 5 Delivery periods and dates

(1) Delivery periods and dates are only approximate, unless we have expressly designated them as binding in writing. The delivery period for sales contracts begins on the day of our order confirmation, but not before all technical and commercial details have been clarified and any necessary permits have been submitted. Any changes to the design of the delivery item requested by the contractual partner within the delivery period will interrupt and extend the delivery period accordingly. Performance periods in connection with the implementation of assembly, repair and maintenance contracts do not begin before our order confirmation and the provision or availability of the vehicle on which the work is to be carried out. Otherwise, the provisions above under sentences 2 and 3 apply accordingly.

(2) In the event of unforeseen events, such as delays in delivery by the supplier, strikes, lockouts, shortages of materials, official measures or other unforeseen events, the respective delivery or service period shall be extended by the period between the occurrence and termination of the impediment.

(3) In cases where the service is not available or cannot be provided due to significant difficulty or impossibility for reasons beyond our control, we are entitled to withdraw from the contract without paying compensation if we have immediately informed the respective contractual partner of the unavailability of the service owed and have at the same time committed ourselves to reimburse the contractual partner for any consideration already received. After we have provided the contractual partner with appropriate information, the contractual partner can request a declaration from us as to whether we are withdrawing or delivering within a reasonable period of time. If we do not declare our intention, the contractual partner can withdraw from the contract. The contractual partner cannot reject partial deliveries or partial services unless he has a legitimate interest in rejecting them. Statutory claims of the contractual partner, which he can assert instead of a claim for damages or in addition to a claim for damages, remain unaffected.

(4) We are released from compliance with any delivery deadline if the contractual partner defaults on payment for previous orders or with regard to a partial delivery of an order or fails to fulfil other contractual obligations.

(5) When goods are dispatched, the day on which the goods are dispatched shall be deemed to be the delivery date; in all other cases, the day on which the contracting party receives notification that the goods are ready for dispatch, delivery or handover shall be decisive.

(6) The provisions of this Section 5 shall also apply to consumers

§ 6 Dispatch/Assumption of Risk

(1) The goods will be dispatched to the contractual partner or to a third party according to his specifications, at the contractual partner’s expense and in accordance with the shipping costs.

(2) In the case of dispatch, the risk passes to the contractual partner as soon as the goods to be delivered have left our premises. The same applies if the goods to be delivered are dispatched directly to the contractual partner by a sub-supplier at our instigation. These regulations also apply to partial deliveries or if we have undertaken other types of services. In the case of consumers, the risk of destruction or loss of the shipment only passes to the consumer when the goods to be delivered are handed over to the consumer.

(3) If dispatch is delayed due to circumstances for which the contracting party is responsible, the risk shall pass to the contracting party on the day on which the contracting party is notified that the goods are ready for dispatch.

(4) We are entitled to insure the goods to be shipped against transport risk at the contracting party's expense. We are only obliged to do so based on a special written agreement.

(5) Goods or other services that are not subject to dispatch must be received or picked up by the contractual partner at our premises, at the latest within seven (7) days from receipt of the respective delivery or collection notification.

(6) In the event of justified compensation, we can demand a flat rate amount of 15% of the purchase price for contracts for new and used cars and 20% for contracts for spare parts or other services. The contractual partner expressly reserves the right to provide evidence that the damage did not occur at all or was significantly less than the flat rate applied. We ourselves are also not bound by the flat rate compensation if we can prove that the damage was greater.
(7) The following additional provisions apply to orders in the Arden online shop: The prices are final prices including VAT, plus shipping costs. Shipping is only possible by cash on delivery, financing, advance payment or credit card. In the event of cancellation by the contractual partner, he must bear the return costs.

§ 7 Warranty

(1) The contracting party must inspect the delivered goods immediately after receipt and report any defects in writing without delay, but no later than five (5) working days after receipt at the destination. Hidden defects must be reported immediately after they are discovered. Failure to comply with the notice period will result in the contracting party being excluded from any claims of any kind in relation to the defects not reported or reported late.

(2) In the case of faulty deliveries or services, we must be given the opportunity to inspect the defect complained of, at our discretion, either on site or at our headquarters or at the headquarters of a company associated with us. The inspection must be carried out immediately if the contractual partner demonstrates an interest in immediate settlement. Nothing may be changed to the defective goods and/or services without our consent, otherwise the contractual partner will lose his warranty claims. This regulation also applies to consumers.

(3) In the case of demonstrable material or workmanship defects, we may, at our discretion, remedy the defect free of charge or, in return for the return of the defective goods, either provide a replacement free of charge or credit the invoice value or grant the contractual partner a reduction in price while appropriately safeguarding his interests. This provision also applies to consumers.

(4) The contractual partner's warranty claims expire for new purchased items after one (1) year from the transfer of risk. Warranty rights are excluded for used purchased items. For consumers, the warranty period for new purchased items is two (2) years starting from the handover of the purchased item and for used purchased items it is one (1) year from the handover of the purchased item. The contractual partner's warranty claims for repairs, modifications and assembly expire one (1) year after acceptance. This regulation also applies to consumers. The aforementioned warranty exclusions do not apply to claims for damages arising from liability for material defects that are based on an intentional or grossly negligent breach of our obligations, or based on the fact that we or our vicarious agents have negligently violated contractual cardinal obligations or otherwise essential contractual obligations, as well as in the case of injury to health, life and body.

(5) Information about performance increases and/or performance kits are to be understood as average values. Deviations of +/- 5% due to testing are possible. Since the actual performance of the factory engines can differ from the performance specified by the manufacturer, the specified additional performance is the decisive performance specification (e.g. performance increase of 30 HP). The information on the basic performance and the final performance (e.g. performance increase from 500 to 530 HP) is for information purposes only. Reduced performance of up to 5% can occur in individual cases and does not constitute a defect. This regulation also applies to consumers.

§ 8 Duty of care

The contracting party, even if it is a consumer, must ensure that all changes and modifications to their vehicle, if it is used in public transport, are entered in their vehicle documents (vehicle registration document and vehicle registration certificate) in accordance with the statutory provisions. If necessary, the contracting party must present the vehicle to the Technical Inspection Association (TÜV) or another testing organization in order to have the changes made to the vehicle or vehicle part entered in the vehicle documents. We would like to point out that the operating license of a vehicle can expire if the aforementioned entries are not made. If a vehicle or a vehicle component is sold as an "export version" or with a comparable description, it is generally not approved for road traffic in the Federal Republic of Germany. Any risks with regard to the registrability of the vehicle modification are borne by the contracting party.

§ 9 Extended lien

(1) We shall have a contractual lien on the items that come into our possession as a result of the order in order to secure claims arising from the order.

(2) The contractual lien can also be asserted for claims arising from work previously carried out, deliveries of spare parts and other services, insofar as they are related to the subject matter of the contract. The contractual lien only applies to other claims arising from the business relationship if these are undisputed or if there is a legally binding title and the subject matter of the contract belongs to the contractual partner.

(3) The provisions of this Section 9 shall also apply to consumers.

§ 10 Liability for consequential damages or product liability, vehicle warranty, general operating permit, vehicle liability

(1) The following information and provisions of this Section 10 also apply to consumers:
(2) The contracting partner is informed and acknowledges that the services, products and tuning measures offered by Arden as well as the changes made to the vehicle, the engine, the control unit or the control data as part of the tuning lead to a change in the performance data of the customer's vehicle. The contracting partner is hereby informed that the engine and possibly other vehicle units and vehicle parts are subject to greater stress and strain and that this can, for physical reasons, lead to greater wear and tear on the customer's vehicle. In particular, excessive strain and continuous performance, as well as the increase in the top speed of the customer's vehicle achieved through tuning, can affect the service life of the engine and its units. When installing a performance upgrade, Arden is expressly only liable for damage to the vehicle caused by a defective performance upgrade. Liability for damage that arises solely as a result of the increased engine stress is excluded.
(3) Arden expressly points out that the installation of tuning products will void the vehicle manufacturer's or vehicle seller's warranty with regard to the engine and drive train. In addition, the installation of a performance upgrade may affect any warranty claims against the seller of the vehicle. With the exception of claims that may arise from an engine warranty granted by Arden, Arden cannot be held liable for this.
(4).A vehicle modification can lead to the expiration of the general operating permit for the vehicle. Modifications and conversions to vehicles that take part in public road traffic must be approved by an officially recognized testing facility within the meaning of Section 19 of the Road Traffic Licensing Regulations. The contracting partner must organize this approval at his own expense. The contracting partner is also advised that without a general operating permit there is no insurance cover. The responsibility for converted vehicles or their parts lies with the contracting partner.

(5) Given the diversity of products and equipment in the vehicle sector, Arden is unable to check all properties for compatibility and to guarantee this. Suitability for acceptance by an officially recognized testing facility within the meaning of Section 19 of the Road Traffic Licensing Regulations has not been agreed.
(6) The increase in performance of motor vehicles requires a new type of vehicle with regard to motor vehicle liability insurance and comprehensive insurance. The purchaser is obliged to ensure that the insurance cover is maintained. He releases Arden from all liability in this regard.

§ 11 Retention of title

(1) We retain title to the goods delivered by us until our payment claims against the contractual partner arising from the underlying business relationship have been fully met, even if the latter is a consumer.

(2) Processing and working is carried out for us without us being obligated and without our ownership being lost as a result. If the contractual partner combines goods subject to retention of title with other goods, we shall have joint ownership of the new item in proportion to the invoice value of all the combined goods. The new item shall therefore be deemed to be goods subject to retention of title within the meaning of these terms and conditions.

§ 12 Original vehicle parts

Parts removed from vehicles (original or old parts) must be taken back by the contracting party within a period of four (4) weeks, even if they are consumers. We do not accept any liability for storage beyond this period. Replacement is excluded. This regulation does not apply to parts that are invoiced or otherwise become our property.

§ 13 Place of performance, place of jurisdiction, applicable law

(1) These General Terms and Conditions and all legal relationships between us and the contractual partner shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance for all deliveries and services, in particular claims for subsequent performance, is our registered office in Krefeld.

(3) The exclusive place of jurisdiction for disputes arising from or in connection with the contractual relationship is our registered office in Krefeld. However, we are also entitled to take legal action against the contractual partner at his or her registered office.

Addition to the terms and conditions:

Arden Online Shop Discount Promotions

The offer is only valid for orders in the Arden online shop for all Arden body and aerodynamic parts, not for original parts, and cannot be combined with other promotions. The discount code ARDEN20 must be entered at checkout to receive the discount. Valid until June 30, 2024. No minimum order value. Cannot be combined with other promotions. Will not be refunded if not used. Please note that increased order volumes may result in extended delivery times.

Krefeld, November 2015