Managing director: Patrick J.J.M. van Drunen    Maria von Lindenstraße 27 B   D-45665 Recklinghausen

The supplies, services, offers, licensing and licence agreements and workshop services of DTE-SYSTEMS GmbH (hereinafter referred to as DTE) are made based on these terms and conditions exclusively. They also apply for all future business relationships even when they have not been expressly confirmed again. The General Terms and Conditions apply to the whole business operations regardless if the business partner is a business man pursuant to German Commercial Code or a non-commercial customer. All other General Terms and Conditions, including but not limited to conditions of purchase of the customer hereby are protested against expressly, i.e. they are not accepted even if DTE does not protest against them expressly. Deviations from these terms and conditions only become effective if DTE expressly confirms them in writing.

The customer accepts these terms and conditions by means of the opportunity to acknowledge them and in particular by opening secured packaging or by breaking licence seals or notice banderols attached to the product even then if the customer only takes note of them at delivery or performance. In case of services by DTE which are aimed at supply, change or adjustment of EDP or control data with or without hardware changes the customer expressly accepts the licence terms and conditions included in these terms and conditions as well and undertakes to comply with them.

The offers of DTE are not binding. The customer is bound to their purchase order or order (as the case may be) for 4 weeks. The confirmation of acceptance by DTE requires a confirmation in writing or by telex to be valid. This also applies for changes, amendments and supplementary agreements. These are valid only when DTE confirms them in writing. Delivery and/or invoicing replace DTE’s written confirmation. Due to the special character of DTE’s services the acceptance of order by the customer also includes the authorization to do trial drives with the customer's vehicle. All electronic tuning devices have been tested thoroughly and have been adjusted for the relevant vehicle type. Due to the vehicles' specific tolerances they subsequently shall be calibrated individually. The devices may be installed even in difficult installation situations. We do not take responsibility for difficulties arising from serial deviations or faults of the vehicle electronics. Therefore an acceptance of returned electronic devices is not granted.

Photos and technical specifications in offers, brochures and publications of DTE are intended for general illustration and may be subject to change, being technical data. Performance data, speed information, dimensions and weights, fuel consumption and saving information shall be taken as reference values only and are not binding. They do not represent guaranteed characteristics unless they are confirmed expressly in writing in reaction to a contractual query. Data information relates to reference vehicles, deviations in case of the relevant customer vehicle are possible and DTE does not take responsibility for them. In case of obvious mistakes, typing or calculation errors in the documents submitted by us, DTE shall not be liable. The customer undertakes to notify DTE of such mistakes. This also applies in case of missing documents.

Prices are net ex DTE plus packaging, shipment and insurance costs and plus VAT. Prices valid at the day the agreement is concluded are authoritative. If there are more than 4 months between the conclusion of the agreement and the delivery date, the list price at the delivery date applies. For supplementary services and deliveries DTE's prices valid at the day the agreement is concluded apply.

The customer undertakes to notify DTE and in case of purchases providing for delivery by carrier the carrier as well of any defects, errors and damages in transit of the delivery items immediately after receiving the goods. Visible volume differences shall be notified to DTE in writing immediately on receiving the goods, hidden volume differences 2 days after receiving the goods the latest. In case of shipment of the purchase object to the buyer he shall immediately check the purchased item for visible defects on receipt and corresponding complaints shall be assessed towards the carrier immediately at acceptance. When receiving an already damaged shipment the customer is obliged to have the damage confirmed by means of a relevant protocol or a confirmation of damage notification of the carrier. Breaching this obligation the customer’s right to compensation or subsequent delivery expires. By accepting the vehicle from DTE’s workshop the work is deemed accepted pursuant to sec. 640 I German Civil Code, unless the buyer expressly protests at receipt, indicating specific defects. The buyer falls into arrears with receipt if he does not pick up the vehicle within eight days after being notified that the vehicle has been completed. If a vehicle has not been picked up after the deadline has expired DTE may charge the local storage charge for the vehicle in accordance with sec. 304 German Civil Code.

The delivery dates notified to the customer by DTE always are not binding unless expressly agreed otherwise. DTE only falls into arrears with completion and/or delivery if it is responsible for the delay. Technologically determined changes of form or construction are reserved insofar as the work is not changed in a fashion unacceptable to the customer. In case of Force Majeure or labour dispute DTE does not fall into arrears.

If the ordered goods are sent to the customer DTE bears the risk of damage or loss only until it is handed over to the carrier. DTE reserves the right to choose the type of shipment. If the shipment is delayed due to reasons the buyer is responsible for, the risk of accidental or slightly negligent damage or of accidental or slightly negligent loss of the item already passes to the customer on placing the goods at disposal for shipment. An acceptance of transport costs agreed in individual cases does not have any effect on the passing of risk.

We sell items approved by the TÜV as well as non-approved items (racing purposes, export, etc.). For items without TÜV certificate/expert’s opinion or general operating licence, checking an individual type approval is for the buyer’s account if necessary.
 
If changes of the vehicle’s performance data are caused by services of DTE or by using products of DTE, the general operating licence of the vehicle is void. As a result of such changes the vehicle no longer complies with the German road traffic licence act and may lose its insurance cover. According to legal regulations the customer also is obliged to notify the registration office and his motor insurance of any occurred changes and to arrange a technical vehicle acceptance (e.g. at the TÜV) if necessary.

However, if the customer uses the vehicle in public traffic, this happens at own risk. DTE expressly does not accept any liability for damages of the customer or third parties caused by non-compliance with these notes and the legal requirements.

The customer is advised and acknowledges that the services, products, tuning measures and the changes made to the vehicle, the engine, the controller or the control data within the scope of the tuning results in a change of performance data of the customer’s vehicle. The customer hereby is advised that the engine and possibly other vehicle units and vehicle parts as well are exposed to higher stress and strain and this may result in a higher wear and tear of the customer vehicle due to physical reasons. This includes but is not limited to effects of overstressing and continuous output as well as the customer vehicle's maximum speed achieved by the tuning on the vehicle, the engine and its units’ life cycles. It is expressly advised that changes of make and performance may result in forfeiture of the vehicle’s manufacturer warranty. Therefore DTE offers the possibility to conclude an additional warranty agreement. Accordingly DTE accepts a warranty of 24 months without kilometre limit as of shipment for the parts delivered by it. Further claims of the customer, including but not limited to the controller, the engine or other vehicle units and parts, removal and installation costs as well as damages not concerning the delivery item (including but not limited to consequential harm caused by a defect of tangible or intangible nature) are excluded - if legally admissible. Furthermore consequential harm caused by a defect due to a positive breach of contract or due to right of warranty within the legal scope is excluded as well. This applies particularly for the claim of loss of use and the resulting rental car costs.

The warranty is executed at DTE’s choice at its location in Recklinghausen by replacement at no charge or repairs at no charge for the parts DTE acknowledged to be defective. Replaced parts become DTE’s property. Until expiration of the purchased item’s warranty period warranty on basis of the agreement is granted for the parts installed at the repair or correction of faults. The buyer shall immediately notify DTE of errors in writing.

After discovery of the fault DTE shall immediately be provided with an opportunity to repair the item. If it is impossible to repair a fault or further tries to repair it are unacceptable the contract partner may demand revocation or abatement of the object of the contract instead of repair. There is no claim for replacement delivery in case of tuning services due to the special character of the business. The contract partner hereby expressly is advised that the engine is subject to higher stress as well due to the higher KW performance caused by adding a new control chip.

DTE is liable for further damages to the engine or the other parts of the vehicle insofar only as they are caused by defective parts installed by DTE, i.e. parts not working properly. When installing a new control chip DTE thus expressly is liable only for such damages to the vehicle caused by a defective chip. Liability for damages arising solely due to the higher strain of the engine is excluded.

The burden of proof for the defectiveness of the parts installed by DTE lies with the customer. Furthermore no liability for consequential harm caused by a defect is accepted if it is causally connected with a defect of a part installed by DTE not being notified immediately and DTE not being provided with an opportunity to repair the defective part or maintenance instructions of the vehicle manufacturer and maintenance notes and warnings created by DTE additionally have not been complied with or parts not approved by DTE have been installed in the vehicle or the parts installed by DTE have been installed in another vehicle. 

Estimates only are binding when they have been made in writing and designated to be binding. If it turns out during the operations that the actual costs exceed the estimate by more than 10%, DTE notifies the buyer of this. If the buyer as a result cancels the order, DTE may demand the part of the remuneration corresponding to the performed part of the work and reimbursement of the expenses not included in the remuneration. 

The object of the contract remains in DTE’s ownership until all claims have been paid - even if it had been installed. As long as there is a reservation of title by DTE all changes disadvantageous for DTE, sales, pledging, protective conveyance or other relinquishment of the object of the contract to third parties without written approval by DTE are inadmissible.

During the duration of the reservation of title the goods shall be kept carefully and be maintained in sound condition. The contract partner shall sufficiently insure the relevant item and transfer the rights from the insurance contract to DTE. If the contract partner does not comply with this obligation, DTE may take out the insurance at the contract partner’s cost and charge the costs to the contract partner.

In case of default or breach of obligations to secure the object it may be demanded to return the object. After written advance notice with reasonable time limit the purchase object may be utilised as best as possible, charging the utilisation profit to the purchase price in direct sale. If the seller demands the return of the purchase object, the contract partner immediately is obliged to return the object to the seller unless he is entitled to a right of retention based on the sales agreement. On demand of the contract partner an expert may be consulted to ascertain the intrinsic value at his own expenses. The value ascertained thereby is binding for the parties.

The contract partner bears all cost from the assertion of right of reservation and the return. 

The shipment is made cash on delivery or cash in advance. If shipments are delivered on invoice according to special agreement, the invoice amount is due immediately on receipt without any deductions. If tuning measures of the vehicle by DTE have been performed, the payment shall be made on acceptance pursuant to § 6 of the General Terms and Conditions or 8 days after notice the latest in cash or by means of a bank transfer to one of our accounts regarding the completion. In case of default DTE is entitled to charge interest at a rate of 2% above the rate of the German Federal Reserve unless DTE or the customer proves that a higher or lower damage caused by default has been incurred. The aforementioned interest rate may be made without submitting a confirmation of interest by DTE's main bank. If the customer does not pay within a reasonable additional respite DTE may assert the rights of sec. 326 German Civil Code, including but not limited to demanding compensation for damages due to non-fulfilment. The amount of the compensation in all cases is 15% of the agreed remuneration unless DTE is able to prove a higher damage or the customer is able to prove a lower damage.

Additionally DTE is entitled to choose whether it asserts the outstanding agreed remuneration as compensation for damages as well or if it wants to demand the return of the purchase object.

For any claim DTE is entitled to a right of retention and right of lien to the object DTE has come into possession due to the agreement. DTE is entitled to utilise the lien by way of direct sale. A written announcement to the buyer’s last address known to DTE is sufficient for the notice of sale.

DTE holds the copyrights to the objects delivered by DTE, including but not limited to DTE data records, sketches, outlines. Any imitation, copying, reading or making available to third persons for any reason results in a contractual penalty of Euro 5,000.00 which the customer undertakes to pay for each case of breach regardless of further claims for compensation to possibly be asserted. DTE will store submitted documents of the contract partner without passing of risk.

Place of performance for the delivery and payment as well as place of venue including cheque, draft and collection proceedings is the company’s domicile in Recklinghausen. German law applies for agreements with customers outside of Germany.

The invalidity of individual provisions does not result in the whole agreement's invalidity. Provisions of these conditions invalid in full or in part shall be replaced by such provisions factually and commercially coming as close to the invalid clause as possible.