General Terms and Conditions of Business for the "partslink24" Internet Offering

Version: November 2010

§ 1 Area of Application

1. The user accepts these T&C by clicking on a button designed for this purpose during the registration process or by the selection of a subscription.
    
2. The following terms and conditions apply to all agreements between users of the partslink24 Internet offering and the provider, LexCom.
   Consumers in the sense of these terms and conditions are natural persons with whom a business relationship is entered into without imputation of any commercial, independent, or freelance activity on their part.
   Entrepreneurs in the sense of these terms and conditions are sole proprietors or entities or legal partnerships with whom a business relationship is entered into and who, in this context, practice a commercial, independent, or freelance activity.
   Users in the sense of these terms and conditions are principally entrepreneurs. Consumers may make use of this offer, provided they accept these T&C as an integral part of the contract.
    
3. Any deviating, contrary, or supplementary T&C shall not become an integral part of the contract unless their validity has been expressly agreed to in writing.
    
4. Notification of the customer's terms and conditions of business by means of a form is herewith expressly disallowed.
    

§ 2 Scope of Services

1. partslink24 offers information about genuine spare parts on behalf of various automotive manufacturers. Beyond this, the option exists of utilizing the partslink24 platform to order OEM spare parts produced by these automotive manufacturers from selected providers (usually authorized dealers). In this regard, the service provided by LexCom makes no claims with respect to the completeness of the spare parts stored in its database. The utilization of the service shall be subject to a fee. The level of fees is indicated for the selected product on registration. The prices can be seen under the "Register now" in accordance with the country.
    
2. The concept of partslink24 is to provide a service for the supply of information from manufacturers to participants of the aftermarket such as, for example, authorized car dealers, spare parts dealers and non-proprietary garages (independent repair shops). In the course of the order handling process, a business relationship is established by the buyer sending a purchase order and the seller accepting it. Transfer of goods and settlement of accounts for the spare parts between buyer and seller take place outside the scope of partslink24 responsibility.
    
3. partslink24 itself offers no spare parts or information beyond the contents of its database.
    
4. partslink24 offers the seller the option of filing his own general terms and conditions of business in the system under "Administration > Edit dealer data".
    
5. The registration described in greater detail below establishes a usage contract, also referred to as a subscription, between the user and LexCom.
    

§ 3 Obligations on the Part of the Seller of Spare Parts

• The seller of spare parts obligates himself to process orders transferred to him via partslink24 conscientiously and in good time, to make the buyer aware of any evident errors and, if an order is accepted, to process it according to generally accepted commercial practices. There is, however, no obligation to accept an offer of purchase. Should an order be refused, the purchaser shall be immediately informed. If any change, replacement or supplement should be made to an order or if any delay in delivery of the spare parts should occur, the seller is obliged to inform the purchaser by submitting a counter-offer accordingly. A binding purchase order shall not be deemed established until it is accepted. The status of a purchase order is evident from the Status field in "Sent orders/offer requests". For the meaning of the various status indications, please refer to the online help.
   

§ 4 Registration

1. In order to utilize the services of the partslink24 platform, users must register themselves with true information.
    
2. For registration purposes, the registration forms available online at partslink24.com must be completed. The user affirms that the information provided is true and complete. The user is also obliged to update any changes in the Administration area without delay.
    
3. Registration is only permitted to fully commercially capable, sole proprietors or business entities. If the user is registered by a representative, LexCom has the right to demand proof or the authorization of representation. The details concerning this authorization of representation shall be defined by LexCom and the representative must be named (e.g., the entry, "CEO" in the "Position" field).
    
4. In the registration process, each user is assigned a partslink24 ID (company ID), a user name and a password. Each user is assigned a one-time partslink24 ID. This partslink24 ID together with the selected user name clearly identifies the registering party as a user. The user must keep his password confidential and may not impart it to third parties. partslink24 will not ask a user for his password, either via e-mail or on the telephone. If a user with administration rights - usually called "admin" - is authorized to create other users under his own partslink24 ID, he shall register these accordingly by providing true information and point out to them that the access data must be kept confidential.
    
5. The online ordering system can be used once the user has been registered and has sought to establish a business relationship with a dealer by submitting a purchase order or inquiry. The dealer shall be at liberty to accept the business relationship. This is effected by processing and/or confirming the purchase order.
    
6. LexCom reserves the right to cancel the registration at any time and without prior notification and to deny access to the user in case of false registration information, failure to comply with the usage agreement or misuse of the partslink24 portal.
    
7. Each user may only be registered once in partslink24.
    

§ 5 Data Security and Backup, Misuse of Information

1. All personal data obtained from the user shall be handled in strict confidence. The data necessary for carrying out business shall be stored and may be forwarded to companies associated with LexCom and providers to the extent required to process an order. For the purposes of settlement for services provided by partslink24, the data will be forwarded to a bank as well as the usual credit card companies, Visa/MasterCard and EuroCard or American Express. The user has the right to demand information from LexCom regarding the stored data concerning him and, if he deems it necessary, to request that the data be deleted.
    
2. If the user becomes aware of any violation of the security of any data or information stored on the partslink24.com and partslink24.de website, or if he deems such a violation as being possible, he must immediately inform LexCom of this situation.
    
3. The user provides the assurance that his input and messages do not violate legal statutes or the rights of others, and that they will have no adverse effects on the data or data processing system of LexCom. In particular, the user is prohibited from offering or requesting information or data which contravene criminal or other legal statutes, or the trafficking in which is prohibited or subject to special authorization.
    
4. All data transmitted by the user himself as well as those which are generated in conjunction with spare parts searches, messages, and orders are stored in machine-readable form and may also be used for statistical purposes.
    
5. No information, data, drawings, specifications, or documentation from partslink24 may be duplicated, stored on other media, distributed, or modified. Individual pages may only be printed or saved for personal use.
    
6. The www.partslink24.com website uses Google Analytics, a web analysis service from Google Inc. Google Analytics works with cookies. Cookies are text-only files which neither infiltrate the user's system nor cause any detriment to it. They are stored on the visitor's computer, and make it possible for the user's behaviour to be taken into account when analysing the website. The information generated by the cookie and during use of this website (including the IP address) is sent to a server hosted by Google in the USA, and stored there. Google will use this information to evaluate the website use, in order to prepare reports on the website activities for the website operator, and to provide additional services relating to use of the website and of the Internet. Also, Google may transfer this information to third parties, subject to the provisions of the law or to the extent that third parties process this data on Google's behalf. Google will under no circumstances link the IP address to other data held by Google. Users can also prevent the installation of cookies by making a corresponding setting in their browser software. In using the www.partslink24.com website, visitors declare that they agree to Google processing the data obtained about them in the manner described above, and for the aforementioned purpose.
    

§ 6 Prices and Conditions for partslink24

1. The amount of the fees can be called up under the price list for partslink24 services *.
    
2. All prices listed are gross prices and include the currently applicable German VAT of 19%.
    
3. Each subscription has a minimum period in accordance with the price list for partslink24 services *. If the monthly subscription is not terminated, it shall automatically be renewed for another month. If the yearly subscription is not terminated, it shall automatically be renewed for another year. Other products and services are billed in accordance with the price list for partslink24 services *. The cancelation shall be done in partslink24, where the user can terminate his subscription by clicking on the red cross in Administration -> Administer subscriptions.
    
4. LexCom may alter the prices for the usage fees for partslink24, provided notification is given four weeks in advance.
   
   LexCom shall inform the customer of any intended price changes by means of an e-mail sent to the e-mail address provided by the customer.
   
   Should the user not object to this increase within 14 days after receipt of the information, the new prices shall be deemed to have been accepted.
    
5. All fees shall be settled by either credit card or direct debiting, depending on the user's location. It is the responsibility of the user to ensure that the account or the credit card maintains an adequate balance, and that all credit card or bank data are current and correct. If settlement is made by prepayment, all fees incurred for the bank transfer shall be at the user's charge. The user will be cleared when the amount is credited to the account of LexCom.
    
6. For any unsuccessful direct debit attempt for which the user is responsible, LexCom will charge the extra costs incurred for return debit fees and additional expenses in the gross amount of EUR 35.70 to the user.
    
7. Should a dealer's status as an authorized dealer or authorized service facility of a vehicle brand be revoked, the dealer may cancel his partslink24 usage agreement at the end of the month during which his status was revoked. Maintenance of this cancellation period depends on the date on which the e-mail is sent to abo@partslink24.com, together with an indication of the reasons behind the cancellation.
    

§ 7 Right of Withdrawal

• The following apply only to consumers:

  Withdrawal policy

  Right of withdrawal

  You may withdraw your contractual declaration within 14 days without having to state any reasons. Notification of the withdrawal shall be in text form (e.g. letter, fax, e-mail). The withdrawal period starts on receipt of this instruction, however not prior to conclusion of the contract and also not prior to the fulfillment of our information obligations under Article 246 § 2 in conjunction with § 1 paras. 1 and 2 of the Introductory Act to the German Civil Code (EGBGB) as well as our obligations under § 312e para. 1 sentence 1 of the German Civil Code (BGB) in conjunction with Article 246 § 3 Introductory Act to the German Civil Code (EGBGB). Timely dispatch of the withdrawal shall be deemed sufficient to maintain the withdrawal deadline. The withdrawal is to be directed to:  
   
  

  LexCom Informationssysteme GmbH Rüdesheimer Straße 23 80686 München, Germany     Contact form: Withdrawal

  Consequences of a withdrawal

  In the event of an effective withdrawal, the mutually received services shall be returned and any benefits (e.g. interest) accrued shall be issued. In the event that you cannot return the received service either in full or in part, or only in an impaired condition, then you are obliged to pay us compensation to a corresponding extent. As far as the use of partslink24 is concerned, this generally means that you are nevertheless obliged to meet the contractual payment obligations for the period up to the withdrawal. Obligations to refund payments shall be met within 30 days. The period starts for you when you send your withdrawal declaration, and for us when it is received.

  Special notes

  Your right of withdrawal expires prematurely if the contract has been completely fulfilled by both parties at your express wish before you have exercised your right of withdrawal.  
   
  

  Conclusion of the Withdrawal Instructions

§ 8 References to Other Internet Pages

1. The web pages may contain links to other pages. Please note that LexCom cannot be responsible for the content of other websites. The current Basic Data Security Codes apply solely to the partslink24 web pages and to information collected by ourselves on and through the web page. We strongly urge you to carefully read the data security declarations and terms of use of every web page you visit and which collects information related to personal identification. Please also note the underlying general terms and conditions of business for sales provided by the individual dealers.
    
2. The content of pages to which references exist does not lie within the scope of the responsibility of LexCom.
    

§ 9 Messages and Declarations

1. According to the nature of the platform, the purchase agreements initiated via partslink24 are concluded by means of electronic communications. In doing this, the declarations of intent are regularly issued via e-mail.
    
2. In accordance with the following clauses, the users recognize the unrestricted validity of declarations of intent issued in this manner:
    
   1. In the e-mail message, conventional information may not be suppressed or circumvented by means of measures intended to result in anonymity; in other words, the message must include the name and the e-mail address of the sender, the time point at the message was sent (date and time), as well as a repetition of the sender's name at the conclusion of the message. Unless proven otherwise, an e-mail message received within the context of this clause is deemed to originate from the other partner.
       
   2. All messages shall be formulated in German or English language and the associated "Contact" module must be employed.
       
3. Once per week, the user is obligated to inform himself of the contents of all e-mail messages addressed to him.
    
4. Please direct any messages or declarations regarding these T&C to agb@partslink24.com.
    

§ 10 Rendering of Service

• LexCom does not warrant that its services shall be available at all times. Scheduled maintenance shall take place on Sundays between 6:00 a.m. and 4:00 p.m. (CET). In particular, this stipulation applies where access to the partslink24 pages is impossible due to faults which lie outside the responsibility of LexCom. In the case of failures which are the responsibility of LexCom, time-dependent fees shall be credited proportionally after a downtime of longer than 24 hours or the usage time shall be extended accordingly.

  Note: Within the context of any discrepancies in the free "pilot-versions" of partslink24, LexCom can assume no liability for system faults.

  
  LexCom LexCom can assume no liability for the completeness or correctness of the data and information provided by the manufacturers, as the preparation of these data does not lie within the sphere of LexCom's influence. Where shortcomings in the data become apparent, LexCom shall immediately inform the manufacturer and make corrected data available. All indicated spare part prices are non-binding suggested prices provided by the manufacturers. Only the individual seller can provide binding pricing information.
   

§ 11 Liability Limitation

1. LexCom shall only be held liable to the extent that its vicarious agents and/or legal representatives are guilty of premeditated or gross behavior - with the exception of violations of essential contractual obligations.
    
2. With regard to entrepreneurs, any liability on the part of LexCom and/or its vicarious agents and legal representatives shall be excluded in instances of minor negligence or other service failures resulting in property damage, i.e., direct damages and, in particular, consequential damages, unforeseen damages or untypical damages as well as loss of profits or a failure to save costs.
    
3. With regard to consumers, LexCom shall be liable in the case of violation of essential contractual obligations, debtor default, or the impossibility of providing services, only to the extent of those damages which were typically foreseeable at the time the contract was concluded.
    
4. Any legally mandated liability related to culpability on the part of LexCom - particularly liability in accordance with the Product Liability Laws as well as legal warranty liability - shall in no way be affected by the above liability limitations. The same applies to the liability on the part of LexCom in cases of culpable injury to the life, body, or health of the user.
    

§ 12 General Stipulations / Jurisdiction / Applicable Law

1. German law applies, to the exclusion of the Uniform U.N. Law on the International Sale of Goods. The binding language of the contract is German.
    
2. The location for the provision of all services arising from the contract by both parties shall be agreed to be the company head offices of LexCom Informationssysteme GmbH, in Munich.
    
3. Munich shall hold jurisdiction for entrepreneurs.
    
4. Should individual clauses of these T&C be or become invalid, this shall in no way affect the validity of the remaining clauses. The invalid clause shall be considered to have been replaced by one which most closely mirrors the economic sense and purpose of the invalid clause.
    
5. LexCom retains the right to alter these T&C at any time and without the necessity of providing reasons for such alterations. The user shall be made aware of any alterations by means of an electronic message sent to the e-mail address provided by him. Should the user not object to the alteration within a period of four weeks after receipt of the message, the altered clauses shall be deemed to have been accepted. The user has the right to extraordinary cancellation within four weeks of any alteration of the T&C by LexCom.