General Terms and Conditions of Business and Delivery (hereinafter referred to as GTC)

Graf Carello GmbH, FN 276452y, Nestelbach 77, 8262 Ilz (hereinafter referred to as Carello)

1. general and scope of application

1.1 Carello is an Austrian limited liability company whose business activity is the production and distribution of electric vehicles and mobility aids for persons with reduced mobility.

1.2 For the business relationship between Carello and a customer, the present GTC shall apply in the version valid at the time of the conclusion of the contract.

1.3 A consumer transaction within the meaning of the GTC is a legal transaction with a customer for whom the transaction is not part of the operation of his business and who purchases products and services for his own private needs (hereinafter referred to as the consumer).

1.4 Insofar as it is not a consumer transaction, agreements or conditions deviating from the content of the contract shall only be recognised by Carello if they have been agreed to in writing. Carello shall not be bound by the simple reference to the customer's terms and conditions.

2. order and conclusion of contract

2.1 Only legal entities and natural persons with unlimited legal capacity are permitted to order products and services. The order of a legal entity may only be placed by an authorised natural person who must be named. Natural persons with limited legal capacity are prohibited from ordering products unless they have obtained the consent of their legal representative prior to ordering.

2.2 The order may be placed in writing or verbally. The data required for the purpose of order or contract fulfilment must be provided completely and correctly by the customer.

2.3 The offer prepared by Carello can be accepted by the customer up to the specified acceptance period, if no such period has been specified, within four weeks of receipt of the offer and is binding for Carello within this period. As part of the offer, the customer shall be informed of the scope of services, the service dates, the GTC and any cancellation rights. Acceptance of the offer is only possible with regard to the products and services offered. The contract is concluded when the customer accepts the offer in due time. No contract is concluded for products and services that are not included in the offer prepared by Carello.

2.4 In the case of a direct sales transaction, the contract is concluded by handover and acceptance of the reciprocal services. In this context, the customer shall receive a written confirmation documenting the essential contents of the purchase contract as well as the GTC and information on any rights of cancellation.

2.5 If deviations from the offer or other additions have been agreed, these shall be recorded in writing.

2.6 If the customer does not accept the offer in due time, it shall only be binding if Carello declares its acceptance in writing. In such a case, the customer shall be bound to the order for 14 days from receipt of the order.

3. right of cancellation

3.1 If the customer is a consumer, he may declare his cancellation of the contract up to the conclusion of the contract or within 14 days of the conclusion of the contract. However, the cancellation period shall commence at the earliest on the day on which the consumer or a third party named by the consumer, who is not the carrier, acquires possession of the goods - in the case of partial shipments, the last partial shipment. The cancellation is not bound to any particular form or reasons. In order to properly exercise the right of withdrawal, the consumer must inform Carello with a clear declaration of the decision to withdraw from the contract. The Carello model cancellation form, available at www.graf-carello.com, can be used for this purpose and transmitted electronically. Reference is made to the cancellation policy, which is also available at the above Internet address. The cancellation deadline is met if the declaration of cancellation is sent within the deadline.

3.2 A consumer has no right of cancellation if the product was manufactured according to customer specifications or clearly tailored to the customer's personal needs. Furthermore, if the expiry date has been exceeded or the product is not suitable for return for reasons of health protection or hygiene, provided that the seal has been removed after delivery.

3.3 If a customer for whom it is not a consumer transaction or a consumer wishes to withdraw from the contract outside his right of withdrawal, this is only possible with the written consent of Carello and against reimbursement of the costs associated with the cancellation of the contract. Any further claims remain unaffected.

3.4 In the event of an effective cancellation of the contract, the services already received must be returned and the benefit derived must be surrendered. If the customer cannot return the received products or services or can only return them in a deteriorated condition, he is obliged to pay Carello reasonable compensation for the value. However, the customer can avoid the obligation to pay compensation by not using the item as if it were his property and by refraining from doing anything that could impair the value of the product.

4. delivery and performance

4.1 Unless otherwise agreed, delivery shall only be made within Europe to the delivery address specified by the customer within 30 days of conclusion of the contract.

4.2 With the exception of consumer transactions, the place of fulfilment - irrespective of the place of delivery or performance - shall be the registered office of Carello.

4.3 Information on the availability, dispatch or delivery of a product are estimated dates and approximate guide values. Information in this regard is non-binding unless Carello has agreed to it in writing by way of exception.

4.4 If Carello is unable to deliver or perform through no fault of its own, for example due to events of force majeure, traffic disruptions, strikes or because a supplier of Carello does not fulfil its contractual obligations or materials are not available, the delivery or performance time shall be extended by the time of the hindrance. The statutory claims remain unaffected.

4.5 If delivery to the customer is not possible because, for example, the delivered product cannot be accepted by the customer due to its size or weight or because the recipient is not found at the delivery address provided by him, although product characteristics and delivery time were announced to the customer in advance within a reasonable period of time, the customer shall bear all costs of the unsuccessful delivery.

4.6 With the exception of consumer transactions, cost estimates shall be in writing, limited in time, non-binding and free of charge. Cost estimates are non-binding and free of charge.

4.7 Unless otherwise agreed, all plans, sketches, drafts and other technical descriptions as well as brochures, catalogues, samples and the like shall remain the property and intellectual property of Carello. The information contained therein is - unless otherwise labelled or stated - approximate guide values and in no way warranted characteristics. Any use of any of the documents described above without the consent of Carello shall entitle Carello to assert claims for damages and/or injunctive relief.

4.8 Carello is only obliged to provide a delivery or service if the customer has fulfilled all his obligations arising from the contractual relationship.

5. prices

5.1 The sales price of the respective products and services is stated in euros and is to be understood as the final price including statutory VAT and other price components.

5.2 The sales price does not include delivery and shipping costs. The delivery and shipping costs are calculated depending on the place of delivery and shipping provider, which are announced or agreed separately in each individual case.

5.3 In the case of consumer transactions, payments that exceed the agreed remuneration for the main service must be agreed with the consumer.

6 Payment, due date and default

6.1 The customer may pay the purchase price in cash, by invoice or by prepayment. Each payment must be made within 14 days of invoicing by Carello to the specified account. Deviating (individual) payment modalities can be agreed. Carello reserves the right to prescribe or not offer certain payment methods in individual cases.

6.2 In the event of any default in payment by the customer, Carello shall be entitled to withhold its services and shall only be obliged to provide further services after full payment of the unpaid outstanding claim(s).

6.3 In the event of any delay in payment, the customer shall be obliged to pay interest on arrears in the amount of 4 % p.a. and to pay all costs necessary for the appropriate collection of claims and legal action in accordance with the statutory provisions.

7. reservation of title

All products remain the property of Carello after delivery and handover to the customer until full payment of the purchase price and all related price components.

8. set-off

With the exception of consumer transactions, the customer shall only be entitled to set-off if his counterclaim has been legally established by a court or an authority or has been declared undisputed by Carello in writing.

9 Defects, liability and warranty

9.1 If the underlying transaction is a consumer transaction, the statutory claims remain unaffected.

9.2 If the underlying transaction is not a consumer transaction, the following deviations from the statutory warranty provisions shall apply:

a) Detectable or established defects must be reported to Carello within 14 days of delivery or knowledge thereof, otherwise warranty claims, claims for damages and claims for errors pursuant to § 377 (2) and (3) UGB (Austrian Commercial Code) can no longer be asserted by the customer.

b) If the parts affected by the defect have been modified by someone other than Carello, the customer's warranty claims shall lapse.

c) The warranty period is six months for movable goods and twelve months for immovable goods in accordance with Section 933 (1) last sentence ABGB.

d) Contrary to the presumption rule of § 924 ABGB, the customer must prove the existence of a defect at the time of handover.

e) In the event of a warranty claim, Carello has the choice between improvement and replacement of the item.

9.3 Dates in connection with the customer's warranty claims must be agreed on a case-by-case basis.

9.4 Carello shall be liable without limitation insofar as the cause of the damage is based on intent or gross negligence.

9.5 Furthermore, Carello shall be liable for the negligent breach of material obligations, the breach of which jeopardises the achievement of the purpose of the contract, or for the breach of obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which may be regularly relied upon. In this case, however, Carello shall only be liable for the foreseeable damage typical for the contract. Carello shall not be liable for the slightly negligent breach of obligations other than those mentioned.

9.6 The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect following the assumption of a guarantee, for the quality of the product and in the event of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

9.7 A guarantee from Carello only exists if and insofar as it is expressly designated as such in a written offer or written confirmation and the obligation under the guarantee is also set out in detail there. Wearing and consumable parts, for example electronic components, tyres, tubes, batteries, light bulbs and fuses, are generally not covered by a Carello guarantee. However, if these are damaged during proper use in accordance with the operating instructions, the warranty period is six months from delivery of the product.

10. data protection

10.1 (Personal) data will only be collected and processed within the framework of data protection regulations and only to the extent necessary. In this context, reference is made to Carello's privacy policy, available at the Internet address www.graf-carello.com.

10.2 The sending of information and advertising material can be cancelled at any time informally and without giving reasons.

11 Choice of law and place of jurisdiction

11.1 The contractual relationship between Carello and the customer as well as the GTC are subject to the substantive law of Austria. Other national laws as well as the United Nations Convention on Contracts for the International Sale of Goods (CISG) are excluded.

11.2 For customers who are a special fund under public law, a legal entity under public law or an entrepreneur, Graz shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship and the GTC.

11.3 If the underlying transaction is a consumer transaction, the place of jurisdiction for disputes arising from the contractual relationship and the GTC in the event of legal action against the consumer shall be the consumer's place of residence.