1. GENERAL, SCOPE

For all legal transactions between the contracting parties, the General Terms and Conditions of IKO in the version valid from February 16, 2021, which can be accessed online at any time on the website at www.corratec.com/de/footer-bottom-right-navigation/agb/ (Internet address) are available.

1.1 These general terms and conditions of sale and delivery of IKO Sportartikel Handels GmbH (hereinafter “IKO”) apply exclusively. Terms and conditions of the buyer that deviate from or conflict with these terms and conditions of sale and delivery are not recognized by IKO, unless IKO has expressly agreed to their validity in writing. This consent requirement also applies if IKO carries out the delivery to the buyer without reservation, knowing the terms and conditions of the buyer.

1.2. All agreements made between IKO and the buyer must be made in writing. A written agreement or written confirmation from IKO is authoritative for the content and interpretation of contracts, amendments or additions to contracts and individual agreements.

1.3. Legally relevant declarations and notifications that the buyer must submit to IKO after the conclusion of the contract (e.g. setting of deadlines, notifications of defects, declarations of withdrawal or reduction in price) must also be in writing to be effective.

1.4. These terms and conditions of sale and delivery only apply to entrepreneurs (see Section 14 of the German Civil Code) as well as legal entities under public law and special funds under public law (see Section 310 (1) of the German Civil Code).

1.5. These sales and delivery conditions also apply to all future contracts with the buyer.

2. CONCLUSION OF CONTRACT, SPECIFICATIONS, CHANGES

2.1. Offers from IKO are non-binding.

2.2. The order of the goods by the buyer is considered a binding contract offer. Unless otherwise stated in the order, IKO is entitled to accept this contract offer within 14 days.

2.3. Acceptance by IKO can either be in writing (e.g. by order confirmation) or by delivery of the goods.

2.4. The execution of the order, in particular the quality of the goods to be delivered by IKO, results exclusively from the specifications of IKO. IKO can make changes to the execution of the order or the goods at any time, provided these:

2.4.1. are necessary to meet legal or regulatory requirements, and

2.4.2. do not significantly impair their properties and functions and are reasonable for the buyer.

2.5. The goods are not suitable as rental bikes unless otherwise expressly agreed in the contract.

2.6. The goods can be subject to export controls. An export license may therefore be required for the export of these goods from the European Union. If the competent authorities do not grant this export license, IKO is entitled (to the exclusion of any liability, in particular for damages) to withdraw from the contract.

3. PRICES, TERMS OF PAYMENT, DEFAULT IN PAYMENT

3.1. Unless otherwise agreed, the prices of IKO are ex works in Raubling (EXW Raubling, INCOTERMS 2010).

3.2. Packaging costs are charged to the buyer separately. The same applies to any customs duties, fees, taxes and other public charges.

3.3. If IKO dispatches the goods at the buyer's request (see section 5.1.), The buyer bears the transport costs as well as the costs of any transport insurance requested by the buyer. IKO charges a flat rate of € 17.50 for each bike for transport. For all other goods, the following flat rate applies based on the weight of the goods:

3.3.1. 0 to 5 kg

3.3.2. over 5 kg up to 10 kg

3.3.3. over 10 kg up to 20 kg

3.3.4. over 20 kg € 20.00. If the buyer wishes transport insurance, he must inform IKO of this in good time before dispatch.

3.4. IKO's prices are exclusive of the applicable statutory sales tax. The sales tax is shown separately in the invoice.

3.4.1 IKO keeps the right to change its prices in case of increase or decrease especially of transport costs, material production costs, labor costs, energy costs, customs duties and public charges, raw material prices and/or other price changes and/or sales tax changes, currency changes, as far as these changes directly or indirectly affect and influence its performances.

3.5. Invoices are due upon receipt of payment. If the buyer does not pay within 30 days of receipt of the invoice, he will be in default even without a reminder. The timeliness of payments depends on the receipt of the amount by IKO or the credit on the IKO account. During the period of default, default interest of 8% will apply. IKO expressly reserves the right to claim further damage caused by default.

3.6. New customers are generally only supplied by IKO against prepayment or cash on delivery. Something else only applies if the buyer has proven his creditworthiness in a suitable form.

3.7. Discounts require a special written agreement.

3.8. If it becomes apparent after the conclusion of the contract that the claim to payment of the purchase price is endangered by the buyer's inability to pay (e.g. application to open insolvency proceedings), IKO is entitled to refuse performance and - if necessary after setting a deadline - to withdraw from the contract ( see. § 323 Abs. 1 BGB). The legal regulations on the dispensability of setting a deadline remain unaffected.

3.9. If IKO withdraws from the contract, IKO will credit the purchase price based on the invoice value at the time to the buyer according to the following scale:

3.9.1. 1-45 days 85%

3.9.2. 46-90 days 75%

3.9.3. 91-150 days 65%

3.9.4. over 150 days 50%. The buyer is allowed to prove that no damage or significantly less damage has occurred.

4. PARTIAL PERFORMANCE, PERFORMANCE, DELAY IN DELIVERY

4.1. IKO is entitled to provide partial services, provided this is reasonable for the buyer. In the case of partial services, IKO can demand payments corresponding to the proportion of the partial services in the order value. IKO can demand that the buyer accept a self-contained partial service within the meaning of sentence 1.

4.2. Performance or delivery times specified by IKO are non-binding, unless IKO has expressly confirmed the performance or delivery times as binding in writing. A performance period does not begin until the buyer and IKO have clarified all technical questions required for the execution of the service or the buyer has provided all other cooperative acts. The service or delivery times are postponed accordingly if a service to be provided by the buyer in accordance with the preceding sentence is delayed.

4.3. If IKO cannot meet binding service or delivery times for reasons for which IKO is not responsible (e.g. unavailability of the delivery), IKO will inform the buyer of this immediately and at the same time notify the expected new service or delivery time. If the service is not available within the new service or delivery time, IKO is entitled to withdraw from the contract in whole or in part; any consideration that has already been paid will be immediately reimbursed to the same extent. A case

4.4. The occurrence of the delay in delivery is determined by the statutory provisions, whereby a reminder by the buyer is required in each case.

5. DELIVERY, TRANSFER OF RISK, ACCEPTANCE, DEFAULT IN ACCEPTANCE

5.1. Delivery takes place from the Raubling plant, which is also the place of performance. At the request and expense of the buyer, the goods will be sent to a different destination (sale by dispatch). Unless otherwise agreed, IKO is entitled to determine the type of dispatch itself.

5.2. The risk of accidental loss and accidental deterioration is transferred to the buyer ex works in Raubling (EXW Raubling, INCOTERMS 2010). The handover is the same if the buyer is in default of acceptance.

5.3. If the buyer is in default of acceptance or if the delivery is delayed by IKO for other reasons for which the buyer is responsible, IKO is entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this, IKO calculates a flat rate compensation of € 2.50 per calendar day, starting with the delivery date or the notification that the goods are ready for dispatch. The buyer is entitled to prove that IKO incurred no damage at all or only significantly less damage than the above flat rate. IKO expressly reserves the right to further compensation.

5.4. B2B sales agreements (see partner contract for the relevant season) The regulated sales agreement - planned sales must be fulfilled by the end of the IKO financial year (June). Corratec is entitled to invoice the missing planned sales by the end of the agreed year or to claim back the discounts granted. In this case, the partner can obtain the goods from the warehouse according to the valid availability in order to fulfill his contract.

5.5 The user manual is only available in German and English. The importer is responsible for translating the user manual into the desired language.of unavailability of the service applies in particular if the IKO supplier fails to deliver on time.

6. WARRANTY, LIMITATION OF LIMITATIONS

6.1. IKO only guarantees compliance with the requirements specified in Section 2.5. specified specifications. In particular, IKO does not guarantee that the goods are suitable or marketable for a specific use or purpose.

6.2. The buyer is only entitled to warranty rights if he has duly fulfilled his inspection and complaint obligations (§ 377 HGB). Obvious defects must be reported to IKO in writing immediately, but no later than 7 days after receipt of the goods. Hidden defects must be reported in writing immediately after they are discovered. If the buyer fails to submit a proper notification of defects, IKO's liability for these defects is excluded.

6.3. In the case of defective deliveries, IKO will either remedy the defect or deliver a defect-free item if the buyer has properly paid a reasonable portion of the price when due, taking the defect into account. The buyer supports IKO in the detection of defects and the subsequent performance. In addition, the buyer grants immediate inspection of documents from which the details of the defect arise.

6.4. If IKO is not ready or unable to provide supplementary performance, in particular if supplementary performance is inappropriately delayed or fails for reasons for which IKO is responsible, the buyer can withdraw from the contract or demand a reduction in price within the framework of the statutory provisions. The supplementary performance is only considered to have failed if 2 attempts at supplementary performance are unsuccessful. Otherwise, IKO's liability is based on Section 8.

6.5. The buyer may only return the goods in the original packaging.

6.6 The limitation period for warranty claims by the buyer is one year from the transfer of risk. This does not apply to the extent that the law prescribes longer periods in accordance with §§ 438, Paragraph 1, No. 2, 478, 479 and 634a I No. 2 of the German Civil Code, as well as in cases of injury to life, limb or health, in the case of intentional or grossly negligent breach of duty by us and in the case of fraudulent concealment of a defect.

7. RESERVATION OF TITLE

7.1. IKO retains ownership of the goods until all payments from the respective contract and all other claims against the buyer from the business relationship have been received.

7.2. The buyer is obliged to treat goods that are subject to retention of title with care. He is also obliged to insure such goods at his own expense against loss, fire and water damage, theft and damage caused by natural forces, at least in the amount of their purchase price.

7.3. If IKO withdraws from the contract, the buyer is obliged to return the goods to IKO.

7.4. If a third party seizes goods that are subject to retention of title or if they impair the property of IKO in any other way, the buyer shall notify IKO immediately in writing so that IKO can take legal remedies to protect its property, in particular bring legal action under Section 771 ZPO. If the third party is not able to reimburse IKO for the judicial and extrajudicial costs of these protective measures, the buyer is liable to IKO for the costs not paid by the third party.

7.5. The buyer is entitled to resell goods subject to retention of title against immediate payment or retention of title in the ordinary course of business as long as he is not in default of payment. The buyer is not entitled to pledge the goods delivered under retention of title or to assign them as security.

7.6. The buyer hereby assigns to IKO all claims from the resale of goods subject to retention of title to its own customers. IKO accepts this assignment. IKO undertakes to release securities to which it is entitled for goods, products or claims of the buyer at the request of the buyer, insofar as the realizable value of the securities exceeds the claims to be secured by more than 10%. The buyer is revocably authorized to collect the assigned claims.

7.7. IKO moves to section 7.6. assigned claims will not be accepted as long as the buyer meets his payment obligations and an application to open insolvency proceedings over the buyer's assets is not made.

7.8. If the buyer is in default of payment or if an application is made to open insolvency proceedings against the buyer's assets, IKO can demand that the buyer notify IKO of the assigned claims and their debtors, provide all information necessary for collection, hand over documents and his debtors the assignment notifies. IKO is entitled, insofar as this is necessary, to enter the buyer's premises during normal business hours.

8. LIMITATION OF LIABILITY, INDEMNIFICATION

8.1. All suggestions, advice and information are given by IKO to the best of its knowledge. Otherwise, reference is made to Section

8.3. referenced.

8.2. Documents and other property provided by the buyer will be kept by IKO with the care that it usually applies in its own affairs.

8.3. IKO's liability is based on the following provisions:

8.3.1. IKO has unlimited liability for intent and gross negligence.

8.3.2. IKO is only liable for slight negligence insofar as an obligation is violated, the fulfillment of which makes the proper execution of the contract (contract) possible in the first place and compliance with which the buyer can regularly rely. In such cases, IKO's liability is limited to the foreseeable damage typical of such a contract.

8.3.3. Limitations and exclusions of liability according to this section 8.3. do not apply to claims under the Product Liability Act and to damage due to injury to life, limb or health.

8.3.4. As far as the liability of IKO is excluded or limited, this applies accordingly to the personal liability of the bodies, employees, agents, representatives and vicarious agents of IKO.

8.3.5. The buyer releases IKO, its organs, employees, agents, representatives and vicarious agents from any third-party claims upon first request that IKO and / or the named persons arise from a culpable breach of duty by the buyer. The buyer reimburses IKO and the named persons for all necessary and reasonable expenses for legal defense.

9. PROPERTY RIGHTS

9.1. IKO is only liable in accordance with Section 8 for ensuring that the goods sold - and possibly manufactured according to the buyer's specifications - do not encroach on the property rights of third parties. This also applies if IKO has contributed to the development of the goods.

9.2. Upon first request, the buyer shall indemnify IKO from all claims that third parties may assert against IKO due to the infringement of property rights. Otherwise, IKO's liability is based on Section 8

10. ASSIGNMENT, RIGHTS OF RETENTION, OFFSET

10.1. The buyer is not entitled to assign his claims against IKO. This does not apply if Section 354a HGB is applicable.

10.2. The buyer is only entitled to offset if his counterclaims are undisputed and / or have been legally established.

10.3. The same applies to rights of retention and the right to refuse performance according to §§ 320, 273 BGB. The buyer may only exercise such rights if they stem from the same contractual relationship. In an ongoing business relationship, each individual order is a separate contract

11. PLACE OF PERFORMANCE, JURISDICTION, APPLICABLE LAW

11.1. Should individual provisions or parts of these general terms and conditions of sale and delivery be or become ineffective, the effectiveness of all other provisions remains unaffected. The ineffective provision is to be replaced by an agreement that comes closest to the purpose of the contract and the will of the parties.

11.2. The contract language is German.

11.3. If you have any doubts about the wording of these General Terms and Conditions, the German text version applies. 11.4. The exclusive place of jurisdiction is Rosenheim. However, IKO is also entitled to sue the buyer at his general place of jurisdiction.

11.5. It is only the law of the Federal Republic of Germany. The application of German international private law and the UN Sales Convention (UN-CISG) is excluded.