General conditions of sale, delivery and terms of payment

These general conditions of sale, delivery and terms of payment (the General Terms and Conditions) apply to all order of products between you (the Customer) and the private limited liability company (société à responsabilité limitée) Gilles Tooling GmbH, having its registered office at L-6868 Wecker, 21, Am Scheerleck, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés Luxembourg) under section B with the number 107.876, having a share capital of EUR 62,500.

The Customer acknowledges that he has taken cognizance of the General Terms and Conditions by confirming the order, having read them and to have accepted them without reserves and restrictions. The Customer may access the current General Terms and Conditions on the www.gillestooling.com website at any time and may print them out to read.

There are various different technical stages to completing an online sale from the www.gillestooling.com website which are explained in the operations manual.

Any differing and/ or additional agreements and/ or supplementary arrangements require an express written confirmation.

Seller

Gilles Tooling GmbH

Société à responsabilité limitée

21, Am Scheerleck

L-6868 Wecker

Tel.: ++352 267893-1

Fax: ++352267893-33

Email: info@gillestooling.com

R.C.S. Luxembourg: B 107.876

VAT ID: LU 20637977

Quotations / Offers

Offers are never binding and are always subject to change without notice. We reserve the right to do any corrections due to calculation or printing errors.

In view of the constant technical development and improvement, we reserve the right to do any alterations regarding e.g. design, illustrations etc. - as far as this alteration does not influence the value of the product.

A sales agreement shall only become effective by a written order confirmation by the Customer.

The transfer of rights and duties from the sales contract requires the written consent by the salesperson.

Prices and payment terms

Prices are effective according to the valid price list (net prices) at the time of the written confirmation or at the date of the shipment of the goods.

The shipping charges will be at the cost of the Customer and will be listed separately in the order confirmation/ invoice.

The shipment will be at the cost and risk of the Customer. We are entitled to carry out partial deliveries. The Customer may however not require such a partial delivery, unless he bears the relevant costs.

In EU countries, invoices/ order confirmations are subject to additional VAT, at the applicable rate at the invoice date. No VAT is charged for EU-dealers with EU-VAT number or deliveries to overseas and third countries. VAT might be charged for deliveries to third countries in some cases except e.g. for some small quantity orders like e.g. spare parts which can be sent by postal airmail letter. We reserve the right to refuse the delivery to specific third countries.

In the event the invoice amount does not include VAT, the Customer shall pay all costs such as custom fees or any taxes imposed on or with respect to the purchased goods.

Payments can be settled by bank transfer, by credit card (Euro-/Master Card or Visa) or by C.O.D. Please contact us for permission first for payments by American Express.

Time fixed for payment and default interest

In the event of delayed payment, default interest shall be charged to the customer as follows:

For business customers, the invoice amount shall be payable within 30 days from the invoice date. After the above-mentioned period has elapsed, interest shall be charged on the invoice amount in accordance with articles 3 and 5 of the law dated 18 April 2004 relating to payment periods and default interest.

For private customers, the invoice amount shall be payable within 30 days from the invoice date. After the above-mentioned period has elapsed, default interest at the statutory interest rate shall be payable after 3 months has elapsed after receipt of the goods or completion of the work in accordance with article 12 of the law dated 18 April 2004 relating to payment periods and default interest.

Delivery terms

Delivery times and deadlines must be agreed in written form. The terms of delivery come into effect on the date of order confirmation, however, not before all delivery details are absolutely clear. The terms of delivery are taken to be complied with when the object of delivery has been shipped before the deadline.

All agreed delivery deadlines are subject to correct and on-time delivery from our own suppliers. The delivery deadline is extended appropriately in case of measures associated with industrial action, especially strike and lockout, as well as the occurrence of unforeseen hindrances that lie outside our volition, as for example legal or official instructions (e.g. import and export restrictions) or in the event of delays in delivery and/or by force majeure. The circumstances described above are also not within our authority if they occur during an already existent delay. In important cases, we will inform the Customer about the beginning and end of such hindrances as soon as possible.

When we are at fault, the Customer agrees to grant us a reasonable alternative deadline. After the elapse of the alternative deadline, he can renounce the contract, if he did not receive notification that the goods were ready for shipment before the alternative deadline.

Any claims for damages, whether for direct or indirect damage as well as any other claims under the guarantee, for non-compliance of delivery dates or rather delivery deadlines are excluded.

Partial deliveries are permissible to partly fulfil the contract. However, this does not apply whenever the Customer proves that a partial fulfilment of the contract is of no particular interest to him. Partial deliveries shall be considered as independent deliveries as concerns payment obligations, transfer of risks and warranty obligations. In the event that only certain products ordered are not available, the Customer may either cancel the contract in its entirety or retain the contract and request the delivery of those products which are available.

The risk is passed to the Customer as soon as the shipment has been handed over to the person who has been authorized to execute the transportation or when the shipment leaves the warehouse for the purpose of shipment.

The Customer shall bear all direct and indirect damages in the event of errors in the indication of the delivery address, especially if the address is incorrect or incomplete.

In the case of unforeseeable events (as strikes, wars, fires, interruptions in the public transport system, delays with suppliers, etc.), we reserve the right to suspend the execution of our commitments, or to cancel the contract without prior formal notice. Each of the amounts already paid by the Customer will be refunded as soon as possible. The Customer cannot require the payment of interest with respect to these sums.

The Gilles Tooling GmbH cannot be made responsible for the direct or indirect consequences due to the suspension or the cancellation of the contract, save for liabilities and expenses arising from our gross negligence or misconduct (négligence grossière ou faute lourde) or intentional harm (faute intentionnelle).

Retention of Title

We reserve the right of property of the sold good until all conditions from the shipment contract including additional claims are satisfied. We are entitled to reclaim the sold good if the Customer breaches the contract.

If an order of attachment or any other interference by third parties arises, the Customer shall inform us immediately in writing.

The Customer shall already assign to us now, according to the value of the final invoice amount of our claim, all receivables arising out of his selling on the goods to his own customers or to third parties.

If the purchased goods are mixed inseparably with other items that are not ours, then we shall acquire joint-ownership in the new item in proportion to the value of the purchased goods.

Product Warranties / Exclusion of Liability

The statutory mandatory guarantees apply to all products delivered by us.

Within this scope we warrant all products delivered by us to be free from any defects, under normal use and service, and that such products, when used in the manner for which designed, and in accordance with all instructions and directions for installation, operation and maintenance furnished by us, will be suitable for their intended purpose. This warranty is only enforceable if our parts are mounted by authorized people and provided that the motorbike is in its original state and condition when our parts are mounted.

The end-consumer benefits from the legal warranty claims, as provided for in the act dated 21 April 2004 concerning the guarantee of goods and the relevant provisions of the Civil Code as well as, as the case may be, from the guarantee of the manufacturer.

For products with serial numbers it is indispensable for us to get proof of this number before we can accept complaints.

Whatever the case, the guarantee does not cover incorrect or abnormal use of the products as well as operations and modifications which have an impact on the function and security of the goods.

If the Customer is not an end-consumer, this warranty is limited to the rectification of defects or the replacement, further claims shall not be deduced. As long as we are able to fulfil our obligations to make repairs or a substitute delivery, the Customer who is not an end-consumer shall not be entitled to mitigation of the consideration or termination of the contract. If the defects cannot be repaired, the legal warranty rights of the Customer resurrect.

The Customer who is not an end-consumer has to give us notice of defects, in writing, immediately but within 10 days as of delivery to the ship-to location. Complaints may only be taken into account when the goods are in the condition as they were at the time of delivery. Any defects that could not be detected within that period in spite of careful examination must be communicated to us in writing immediately after becoming known. Claims prescribe one month after the complaint has been rejected in writing, but after six months at the latest, except in the event of a sale to an end-consumer.

The warranty shall be ruled out if the products are handled, after their acceptance, in an improper manner or not in conformity with the instructions recommended by us or by faulty or negligent maintenance or inappropriate use outside the specifications or contract. Interventions and/or repairs done by unauthorized persons rule out any warranty claim.

As a general rule, claims may only be asserted in the event of intentional harm (faute intentionnelle) or gross negligence or misconduct (négligence grossière ou faute lourde) even in the event of a faulty rectification of defects or substitute delivery. We shall not be liable for incorrect product descriptions, wrong technical data and incorrect operation instructions of the manufacturer.

Usage of our products in races or in other similar conditions shall fully and completely relieve us from any obligation under this warranty.

Cancellation of Orders

If a suspension of payment, the initiation of an ordinary bankruptcy or a judicial procedure, the rejection of an ordinary bankruptcy for lack of assets, bill- or check protests or other solid grounds regarding weakening of financial circumstances, then we are eligible to cancel the contract on our part.

Returns

If the Customer is an end-user, he can return the goods, without stating a reason, within 7 days of the order being delivered. The products must be returned to following address:

Gilles Tooling GmbH

21, Am Scheerleck

L-6868 Wecker

This withdrawal shall be made in writing or on a lasting data-carrier.

Modification

We reserve the right to modify our service without adhering to any specific procedures except to include any resulting modifications in these General Terms and Conditions. In all cases, it is assumed that the Customer is aware of the General Terms and Conditions and accepts these conditions by confirming the order.

Personal Details

Visiting the www.gillestooling.com website, without placing an order, does not result in any information being collected. Data is only collected, processed and stored by internal services for processing orders and in accordance with the law of 2 August 2002 on the protection of individuals and the processing of personal data. We agree that we will not pass on any information provided by the Customer as part of the order to third parties for any reasons other than those relating to fulfilment of the terms of the contract.

Signature and agreement of proof

The Customer expressly agrees that any wish expressed by fax bearing his signature has the same legal value as an original document signed by him.

Similarly, any expression of a wish by email identifying the Customer as sender and any expression of a wish by electronic means (whether by electronic signature within the meaning of the law of 14 August 2000 relating to electronic commerce as modified or by any other means expressing the Customer’s wish) are valid as the Customer’s agreement and have the same value as a document bearing a manuscript signature.

Without prejudice to the above, article 1341 of the Civil Code does not apply in the relation between the Customer and us, and we may give proof of any legal fact or act by any method of proof, including by testimony, presumption, telephone or computer recording or other method.

Place of Fulfillment, Court of Jurisdiction, Partial Invalidity, Applicable Law

Place of fulfillment for both parties of the agreement is the city of Luxemburg.

All the resulting law suits from the contract with business people; the agreed court of jurisdiction is located in Luxemburg. In general, the General Rules of the Court of Jurisdiction are effective.

If any provisions of this contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.

The validity, construction and performance of this agreement shall be governed exclusively by the Luxemburg law.

Language

In the event of discrepancies between the German and English version of these General Terms and Conditions, the German version shall prevail.