General Terms and Conditions “ShopMe”

1. General Provisions

1.1 The following General Terms and Conditions “ShopMe” shall govern the purchase of products that are offered by SEG Automotive Germany GmbH, Lotterbergstrasse 33, 70499 Stuttgart, Germany (SEG), on the SEG online shop “ShopMe”, available at [https://seg-automotive.force.com/segautomotivestore/s].

1.2 Terms and conditions opposing or deviating from the SEG General Terms and Conditions “ShopMe” shall not apply unless SEG has expressly approved the application thereof. The following conditions shall also apply if, notwithstanding SEG’s knowledge of terms and conditions of the customer opposing or deviating from the SEG General Terms and Conditions, SEG unconditionally performs delivery to the customer.

1.3 Oral agreements before or at the time when the contract was concluded shall require written confirmation by SEG to be effective.

1.4 These Terms and Conditions shall also govern all future purchases by the customer from ShopMe pending the entry into effect of SEG’s new General Terms and Conditions.

1.5 SEG reserves the right to modify these General Terms and Conditions at any time, particularly in order to further develop its services or to comply with any new regulations in force. The applicable General Terms and Conditions are those in force at the time of the order by the customer and can be found at the ShopMe website at any time. The customer will be notified of any change to the General Terms and Conditions in appropriate form prior to an order. The further use of ShopMe is subject to acceptance of the General Terms and Conditions in their applicable version.

1.6 SEG only entering into contracts with other companies and not with consumers. By accepting these General Terms and Conditions it is being confirmed, that no consumer is a party to this contract. Consumer shall mean any natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession.

2. Shop Availability

2.1 Generally, ShopMe is made available by SEG 24 hours a day and in English language. However, there may be interruptions in availability due to maintenance required for the secure operation of ShopMe. Interruptions in availability may occur, among other things, due to force majeure or other causes beyond the control of SEG.

2.2 The customer must establish and maintain an Internet connection in order to use ShopMe. SEG is not responsible for any failures with regard to transmission capacities or Internet connections between the customer and ShopMe.

2.3 The customer is obliged to use ShopMe only for lawful purposes and in accordance with applicable laws. If at any time the customer becomes aware of any violation, by any person or entity, of any part of these General Terms and Conditions, the customer will immediately notify SEG by email at ShopMe(at)seg-automotive.com and provide SEG with assistance, as requested, to stop or remedy such violation. In using ShopMe the customer shall not (i) violate public morality; (ii) infringe any intellectual property rights or other proprietary rights; (iii) transmit any contents containing viruses, malware or other programming that may damage software; (iv) enter, store or transmit hyperlinks or content to which he is not entitled, in particular if such hyperlinks or content violate confidentiality obligations or are unlawful; or (v) distribute advertising or unsolicited emails (so-called “spam”) or inaccurate warnings of viruses, malfunctions and the like, or solicit participation in lotteries, snowball systems, chain letters, pyramid schemes and similar promotions.

2.4 SEG may deny access to ShopMe at any time, in particular if the customer breaches any obligation arising from these General Terms and Conditions.

2.5 ShopMe may contain hyperlinks to websites or other materials made available by third parties (“Third Parties Content”). SEG shall have no liability for Third Parties Content and does not make representations about or endorse such Third Parties Content or their contents as its own, as SEG does not control the information on such websites and is not responsible for the contents and information given thereon. The use of Third Parties Content is at the user's own risk. Third Party Content may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of ShopMe or these General Terms and Conditions grants the customer any right, title or interest in or to this Third Party Content except for the limited right to use ShopMe as set out in these General Terms and Conditions.

3. Orders

3.1 The products offered on ShopMe are intended only for companies located in the EU; SEG does not accept orders from consumers.

3.2 Existing customers selected by SEG to use ShopMe can register as ShopMe users with their (existing) customer account information. The customer can place orders via ShopMe if they have been approved by SEG as ShopMe user. The customer has no entitlement to be approved as ShopMe user by SEG.

3.3 The customer ensures that only persons authorized in the internal relationship have access to its ShopMe login data and execute orders. The customer is obliged to keep their login information confidential and protect it from the access of unauthorized third parties.

3.4 The customer must provide complete, correct and current information that is necessary for the proper execution of the order. The customer is able to update any information in its ShopMe profile before placing an order.

3.5 In order to purchase goods offered on ShopMe, the customer must place his order directly on the website by clicking on the order button. The customer selects a product and adds it to his shopping cart in the required quantity. SEG is entitled to make the order subject to the purchase of a minimum order quantity. Before placing an order, the customer can choose a SEG site for its order to be delivered to. The customer must then collect the order from the respective SEG site; SEG does not ship goods to the customer’s address. The customer has the opportunity to return to the order, review, complete, modify or cancel it until validating the order by clicking on the order button. The contract is concluded in English.

3.6 SEG provides the customer with several information on the product, such as type, colour, size, quantity, functionality, compatibility, etc. SEG takes all necessary steps to ensure that this information is reliable. Despite a daily monitoring and updating, SEG cannot be held responsible for technical inaccuracies, typographical errors or omissions that may be contained in the contents of ShopMe, or for the results that may be obtained from the use if this information. The photographs and visualizations of the products presented on ShopMe do not become part of the contract. In any case, SEG cannot be held responsible for facts related to the image of the product in questions.

3.7 The order placed on ShopMe constitutes the customer’s offer to conclude a purchase contract. SEG sends the customer a confirmation email in order to confirm the receipt of the order. The confirmation email does not constitute an acceptance of the customer’s offer. SEG accepts the customer’s offer either by expressly declaring acceptance by a separate email or by shipping the goods to the respective SEG site.

3.8 SEG provides the customer with information on the availability of the products offered on ShopMe at the time of the order. Despite a regular update of stock levels, there may be a gap in availability between the stock indicated on ShopMe and the actual stock available at the time of order confirmation. Only the information provided in the order confirmation with regard to applicable availability and estimated delivery time is binding.

4. Prices

4.1 Invoices shall be calculated on the basis of the prices stated in ShopMe at the time of the order plus value-added tax. Value-added tax will not be charged only in those cases where the conditions have been met for export shipments to be exempted from such tax.

4.2 In the absence of any special agreement, prices shall be deemed to be “Free Carrier” (Incoterms® 2020) excluding packaging.

5. Delivery, Delivery Dates, Default

5.1 Delivery is made to the respective SEG site which the customer has selected during the order process. SEG does not ship products to the customer’s premises. The customer is under the obligation to pick up the product.

5.2 SEG displays on ShopMe the typical lead time for the production of the products. Once the customer has placed his order, SEG will contact the customer to agree on the exact date of delivery.

5.3 If non-compliance with the delivery date is due to force majeure or to other disturbances beyond SEG’s control e.g. war, terrorist attacks, import or export restrictions, including such disturbances affecting subcontractors, the delivery dates agreed upon shall be extended by the period of time of the disturbance. This also applies to industrial action affecting either SEG or its suppliers.

5.4 If SEG is in default with its delivery, the customer shall declare upon SEG’s request and within a reasonable period of time whether it insists upon performance of delivery or asserts its other statutory rights.

5.5 In case of delayed delivery, the customer may rescind the contract within the framework of statutory provisions only insofar as SEG is responsible for the delay.

5.6 Clause 10 applies to claims to damages by the customer on account of delayed delivery.

5.7 The customer may not refuse to take delivery on account of minor defects.

6. Transfer of Risk

6.1 Delivery is effected “Free Carrier” (Incoterms® 2020) except as expressly otherwise agreed.

6.2 SEG notifies the customer of the completed delivery of the purchased goods to the respective SEG site. The customer must collect the purchased goods from the respective SEG site within ten (10) days from the receipt of the delivery notification.

6.3 After the expiration of the collection period, SEG may charge the customer for the costs of storage.

7. Complaints and Notification of Defects

7.1 The customer must notify SEG in writing immediately, no later than 15 days after collection of the products, of any recognisable defects. Adhesive labels on the boxes, labels showing the contents and the control slips enclosed with the products shall be submitted to SEG together with the notification of the defect. Any other defects must be notified by the customer in writing immediately after discovery thereof.

7.2 The date of receipt by SEG of notification of a defect shall determine whether or not notification is in good time.

7.3 If the notification of a defect is unjustified SEG shall be entitled to demand compensation from the customer for any expenses SEG has incurred unless the customer can prove that it is not at fault regarding the unjustified notification of a defect.

7.4 Claims on account of defects shall be excluded if the notification of the defect is not received in good time.

8. Defects/Defects of Title

8.1 Claims on account of defects shall become time-barred after a period of 12 months. The foregoing provision shall not apply insofar as longer time bar periods are prescribed by statute.

8.2 The time bar period for defects commences upon delivery of the product (date of transfer of risk).

8.3 If a defect arises during the time bar period the cause of which already existed on the date of transfer of risk, SEG may effect subsequent performance at SEG’s discretion either by remedying the defect or delivering a defect-free product.

8.4 The time bar does not start to run again as a result of the subsequent performance.

8.5 If subsequent performance should be abortive, the customer may – without prejudice to any claims to damages – rescind the contract or reduce the amount of payment in accordance with statutory provisions.

8.6 Claims by the customer on account of expenditure required for the purpose of subsequent performance, in particular costs of transport, transportation, labour and materials, shall be governed by statutory provisions. They shall, however, be excluded insofar as such expenditure is increased due to the fact that the product delivered was subsequently taken to a place other than the branch operation of the customer unless such removal is in accordance with the designated use of the product.

8.7 Claims for subsequent performance do not exist in case of merely inconsiderable deviation from the quality agreed upon or in case of only minor impairment to the use of the product. Further rights shall remain unaffected hereby.

8.8 The following are not deemed to be defects:

a) Use of the products not in accordance with the agreed specifications;

b) ordinary wear and tear;

c) characteristics of the product and damage caused after the date of transfer of risk due to improper handling, storage or erection, non-compliance with installation or handling regulations or to excessive strain or use;

d) characteristics of the product or damage caused by force majeure, special external circumstances not foreseen under the terms of the contract or due to the use of the product beyond normal use or the use provided for under the terms of the contract.

8.9 Claims on account of defects do not exist if the product is modified by third parties or due to the installation of parts manufactured by third parties unless the defect has no causal connection with the modification.

8.10 Claims to recourse against SEG by the customer shall only exist insofar as the customer has not reached any agreements with its customer which are more far-reaching than statutory claims on account of defects, for instance accommodation agreements.

8.11 Claims on account of defects including claims to recourse by the customer shall be excluded insofar as the customer has had the defect remedied by a specialised workshop/service station not authorised by SEG.

8.12 Clauses 8.3, 8.6, 8.7 shall not apply insofar as SEG product was proved to be sold by the customer or customer of the customer to a consumer without being processed or installed into another product.

8.13 SEG’s obligation to pay damages and to compensate for abortive expenditure on account of defects shall be governed by clause 10 in all other respects. Any further-reaching claims or claims by the customer on account of defects other than those covered by this clause 8 are excluded.

8.14 The provisions of this clause 8 shall apply mutatis mutandis to defects of title which are not constituted by the infringement of third party industrial property rights.

9. Intellectual Property Rights

9.1 Except where expressly stated otherwise, all right, title, and interest in and to ShopMe and all content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of ShopMe (collectively “SEG content”) are fully vested in SEG or its service providers and protected by applicable copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws. Nothing in the customer’s use of ShopMe grants the customer any right, title or interest in or to the SEG content except the limited right to use ShopMe as set out in these General Terms and Conditions. The customer may not (i) copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in the SEG content; (ii) remove any proprietary notices or labels on or in the SEG content; or (iii) allow any other person or entity to engage in any of the foregoing.

9.2 The customer may not use the trade names, trademarks, service marks, logos or designs of SEG in connection with any product or service that is not of SEG nor in any manner that is likely to cause confusion. Nothing contained on ShopMe should be construed as granting any right to use any trade names, trademarks, service marks, logos or designs without the express prior written consent of SEG.

9.3 Customer will not disassemble or otherwise modify the products without written authorization from SEG, except as permitted by law

9.4 SEG shall not be liable for claims arising from an infringement of third party intellectual or industrial property rights or copyright (hereinafter: Industrial Property Right) if the Industrial Property Right is or was owned by the customer or by an enterprise in which the customer holds, directly or indirectly, a majority of the shares or voting rights.

9.5 The customer must notify SEG immediately of (alleged) infringements of Industrial Property Rights and of risks of infringement in this respect which become known and, at SEG’s request – insofar as possible – allow SEG to conduct the litigation (including non-judicial proceedings).

9.6 SEG is entitled, at its discretion, to obtain a right of use for a product infringing an Industrial Property Right, to modify it so that it no longer infringes the Industrial Property Right or to replace it by an equivalent substitute product which no longer infringes the Industrial Property Right. If this is not possible subject to reasonable conditions or within a reasonable period of time, the customer shall – insofar as the customer allowed SEG to carry out a modification – be entitled to the statutory rights of rescission. Subject to the aforementioned preconditions SEG too shall have a right of rescission. The ruling set forth in clause 8.10 shall apply accordingly. SEG reserves the right to carry out the action at SEG’s disposal under the terms of sentence one of this clause 9.6 even if the infringement of the Industrial Property Right has not been ruled on by a court of law with res judicata effect or recognised by SEG.

9.7 Claims by the customer are excluded insofar as the customer is responsible for the infringement of the Industrial Property Right or if the customer has not supported SEG to a reasonable extent in the defence against claims by third parties.

9.8 Claims by the customer are also excluded if the products were manufactured in accordance with the specifications or instructions of the customer or if the (alleged) infringement of the Industrial Property Right ensues from the use in conjunction with another product not stemming from SEG or if the products are used in a manner which SEG was unable to foresee.

9.9 SEG’s obligation to pay damages in case of infringements of Industrial Property Rights is governed by clause 10 in all other respects.

9.10 Clauses 8.1 and 8.2 apply mutatis mutandis to the time bar for claims based on infringements of Industrial Property Rights.

9.11 Further-reaching claims or claims other than those claims of the customer governed by this clause 9 on account of an infringement of third party Industrial Property Rights are excluded.

10. Claims to Damages

10.1 SEG is liable to reimburse the expenses, which the customer has made and in all fairness was entitled to make in reliance on receiving performance, unless the purpose of the expenses would not have been achieved, even if SEG would not have breached its duty (hereinafter referred to as damages) on account of a violation of contractual and non-contractual obligations only in case of

a) intent or gross negligence,

b) in case of negligent or deliberate fatal injury, physical injury or injury to health,

c) on account of assuming a quality or durability guarantee,

d) in case of a negligent or deliberate breach of material contractual duties,

e) on account of compulsory statutory product liability or

f) on account of any other compulsory liability.

10.2 The damages for a breach of material contractual duties are, however, limited to foreseeable damage, typical for the type of contract, which could have been avoided or mitigated under consideration of SEG’s point of view.

10.3 Liability for damages exceeding that provided for in clause 10 is excluded irrespective of the legal nature of the claim raised. This applies in particular to claims for damages arising from fault arising in conclusion of a contract, on account of other breaches of duty and to tort claims for compensation of property damage.

10.4 Insofar as liability for damages is excluded with respect to SEG, this also applies to the personal liability for damages of SEG’s employees, representatives and of persons engaged by SEG in performance of its obligations.

10.5 No change to the burden of proof to the detriment of the customer is connected with the aforementioned rulings.

11. Cancellation

11.1 In the event of the customer’s acting in breach of contract, in particular in case of default of payment, SEG has the right, notwithstanding SEG’s other contractual and statutory rights, to withdraw from the contract after expiry of a reasonable extended deadline.

11.2 SEG has the right to withdraw from the contract without setting an extended deadline if the customer suspends its payments or if the customer files for insolvency proceedings or similar proceedings to be instituted with respect to its assets for debt settlement.

11.3 SEG is also entitled to withdraw from the contract without setting an extended deadline if:

a) the customer’s asset position should deteriorate materially or threaten to deteriorate and, as a result, the performance of a payment obligation to SEG is jeopardized, or

b) if the customer is insolvent or over indebted.

11.4 After declaration of such withdrawal, the customer shall immediately grant SEG or SEG’s agents access to the products to which SEG has retained title and surrender them. After respective notification in good time SEG may also otherwise market the products to which SEG has retained title in order to satisfy SEG’s due claims against the customer.

11.5 Statutory rights and claims shall not be restricted by the provisions contained in this clause 11.

12. Export Control Clause

12.1 Deliveries of products (contractual performance) shall be subject to the provision that there are no obstacles to performance due to national or international export control regulations, in particular embargos or other sanctions. The customer undertakes to provide all information and documentation which is required for export and shipment. If necessary approvals are not granted or if the delivery of products is not capable of being approved, the contract shall be considered not concluded with respect to the parts affected.

12.2 SEG has the right to terminate the contract without notice if such termination is necessary for SEG in order to comply with national or international legal provisions.

12.3 In the event of termination pursuant to clause 12.2, the customer is excluded from raising a claim for any damage or other rights on account of the termination.

12.4 When passing on the products delivered by SEG (hardware and/or technology and the respective documents, irrespective of the manner in which they are made available) and work and services performed by SEG (including technical support of all kinds) to third parties, the customer must comply with the respectively applicable provisions of national and international (re-) export control law.

13. Confidentiality

13.1 All Confidential Information of SEG (including characteristics which can be deduced from goods or software delivered and other knowledge or experience) shall be kept secret with respect to third parties if and as long as such Confidential Information is not determined by SEG to be resold by the customer and it may only be made available to those persons within the customer’s own operation who necessarily have to be included in the use thereof and who are also committed to secrecy; the Confidential Information shall remain SEG’s exclusive property. Without SEG’s prior written consent such Confidential Information may not be duplicated or commercially used. Particularly, the customer must refrain from exploiting or imitating Confidential Information or having it exploited or imitated by way of so-called reverse engineering.

13.2 This confidentiality obligation shall not apply to information that (i) is or becomes publicly known without fault of the customer; (ii) was known to the customer prior to receipt of the Confidential Information; (iii) was lawfully received by the customer from a third party without breach of any confidentiality obligation; or (iv) is developed by the customer without using the Confidential Information of SEG.

13.3 At SEG’s request all information stemming from SEG (including, if applicable, any copies or duplicates prepared) and goods made available on loan must be returned to SEG immediately in full or destroyed.

13.4 SEG reserves all rights to the information mentioned in clause 13.1 above (including copyright and the right to file applications for industrial property rights such as patents, utility models, semiconductor protection etc.).

14. Payment Terms

14.1 Except as otherwise agreed in writing, payment shall be effected within 30 days of the invoice date without any deductions whatsoever. SEG may also, however, make delivery conditional upon contemporaneous payment or on pre-payment.

14.2 SEG is entitled to offset payments made against the oldest claim due.

14.3 In case of delayed payment SEG is entitled to charge default interest at 5 percentage points above the base interest rate. The right to assert a claim on account of further damage is not excluded.

14.4 If the customer is in arrears in payment SEG shall be entitled to suspend its deliveries. This right shall not be barred by a deferral of payment.

14.5 The customer shall only have the right to offset counterclaims insofar as the customer’s counterclaims are recognized by SEG or a final court order.

14.6 The customer shall only be entitled to withhold payments to the extent that its counterclaims are recognized by SEG or a final court order.

15. Miscellaneous

15.1 If one of the provisions of these General Terms and Conditions and the further contracts reached should be or become ineffective, this shall not affect the validity of the remainder of the General Terms and Conditions. The contracting parties are obliged to replace the ineffective provision by a ruling approximating most closely the economic success intended by the ineffective provision.

15.2 All legal relationships between SEG and the customer shall be interpreted in accordance with and its performance governed by the laws of the country (or state, as applicable) in which the contracting SEG entity is located. The rules on the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG) are excluded.

15.3 All disputes arising out of or in connection with the present contract or its validity shall exclusively be submitted to the competent court having jurisdiction over the contracting SEG entity.

State: 03/2023