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Motorsport Sales Terms & Conditions
Robert Bosch LLC
Bosch Engineering North America Division
1.
General. The sale of the "Products" (defined below) by Robert Bosch LLC,
through its Bosch Engineering North America Division ("BEG") to the buyer
("Buyer") is expressly limited and subject to Buyer's acceptance of BEG's quotation
and the terms and conditions contained herein. No modification or waiver of any of
the terms and conditions herein and no additional or different terms or conditions
proposed by Buyer shall be effective unless agreed to in writing by both parties.
Buyer's acceptance of the Products sold hereunder constitutes Buyer's acceptance
of the terms hereof.
2.
Scope.
2.1
The terms and conditions set forth herein apply to the supply of various
products (the "Products") to be used by Buyer in motorsport vehicles, including: (a)
Products which are produced via BEG's standard serial production processes for
use on the public roads ("Serial Production Products"); (b) Serial Production
Products which have been modified; and (c) Products which are not Serial
Production Products but are Products which have been produced in accordance
with Buyer's specifications.
2.2
Buyer acknowledges that Serial Production Products, whether or not
modified, are not designed to meet the requirements and demands of motorsport
racing.
2.3
Buyer acknowledges that modified Serial Production Products and Buyer
specified Products cannot be tested to the same degree as Serial Production
Products and that production of such modified Serial Production Products or Buyer
specified Products does not follow the testing and validation standards applicable to
Serial Production Products.
2.4
Buyer acknowledges that the use of the Products in motorsport racing
applications will lead to early wear, and that modified Serial Production Products or
Buyer specified products are produced with a focus on race performance and not
on endurance.
2.5
The terms of Sections 2.1 to 2.4 above apply irrespective of the Customer's
application of the Products.
3.
Use of the Products.
3.1
The Products are provided solely for use by racing professionals and Buyer
warrants and represents that it possesses the appropriate engineering and
professional racing experience to use the Products for motorsport racing. Buyer
acknowledges that the use of the Products may be dangerous and that the
Products shall not be used in any consumer application.
3.2
Buyer shall use the Products: (i) only for motorsport racing purposes; (ii) only
through engineers and mechanics who are trained and experienced in motorsport
racing; (iii) only in vehicles which are suitable for use in motorsport racing; and
(iv) only in such suitable vehicles that are operated by trained, professional
motorsport race drivers.
3.3
Buyer shall not use, nor permit any other party to use, the Products in any
vehicle operated on the public roads, or in connection with any consumer
application.
3.4
BEG shall not be liable for any use of the Products on the public roads.
3.5
Should a Product be used on the public roads or in connection with any
consumer application, all Product warranties are void.
4.
Prices and Taxes.
4.1
All prices are subject to the shipping terms defined in Section 6 below.
4.2
All BEG fees and charges are exclusive of all applicable federal, state,
provincial and local taxes including, without limitation, sales, use, property, value
added, goods and services, excise, and similar taxes, and all such taxes shall be
assumed and paid by Buyer, excluding taxes on BEG's net income. In the event
that BEG determines that any such taxes are subject to withholding requirements,
BEG may bill Buyer for such taxes, and Buyer shall promptly pay the amount billed.
If any such tax for which Buyer is responsible hereunder is paid by BEG, Buyer
agrees to promptly reimburse BEG therefor.
5.
Payment Terms. Unless otherwise specified in BEG's quotation, payment
terms are net thirty (30) days from date of shipment, with no discount allowed for
early payment. BEG reserves the right to alter or suspend credit terms, require
C.I.A. or C.O.D., whenever BEG has reasonable doubt as to Buyer's credit
Robert Bosch LLC – BEG – MOTORSPORT – Sales Ts&Cs \\ Rv: 2009.04.01
are Trademarks of Robert Bosch GmbH, Germany
worthiness. If Buyer becomes delinquent in payment or refuses to accept C.I.A. or
C.O.D. payment terms, BEG shall have the right, in addition to all other available
rights and remedies, to cancel any or all Buyer orders, withhold further deliveries,
and declare all unpaid amounts for Products previously delivered immediately due
and payable. Amounts past due shall be subject to an interest charge of the lower
of 1.5% per month or the highest rate permitted under applicable law. All costs and
expenses incurred by BEG relating to non-payment or delinquent payment by Buyer,
including collection costs, interest, and reasonable attorneys' fees, shall be paid by
Buyer.
6.
Shipment and Delivery. All delivery dates are estimates only. BEG's only
obligation with respect to delivery dates shall be to use reasonable efforts to meet
same. Delivery terms, unless otherwise specified in BEG's quotation, shall be FCA
(Incoterms 2000) at the BEG named location. Title to the Products shall transfer
upon completion of delivery of the Products per the applicable delivery term
specified above. Unless otherwise instructed, BEG will ship via industry standard
means for the applicable Products. BEG will not be liable for any delays, breakage,
loss or damage after having made delivery. Unless otherwise specified in BEG's
quotation, standard packing for domestic shipment is included in the quoted price.
When special domestic or export packing is requested, Buyer will be charged any
additional expenses. Shipments shall be deemed accepted by Buyer unless written
notice of rejection is received by BEG within ten (10) days after delivery of the
Products.
7.
Cancellations and Changes.
Products ordered by Buyer shall be effective without BEG's written consent.
Without such consent, a cancellation of, or change to, the Products ordered by
Buyer shall entitle BEG to all remedies available by law or equity including, but not
limited to, cancellation costs and/or increased prices.
8.
Termination; Cancellation.
8.1
Either party may terminate this Agreement: (a) upon breach of any material
term of this Agreement by the other party which is not remedied within thirty (30)
days after notice of such breach; or (b) if a party becomes insolvent or makes an
assignment for the benefit of creditors, or such party institutes any voluntary
proceeding under bankruptcy, reorganization, arrangement, readjustment of debt or
insolvency law of any jurisdiction or for the appointment of a receiver or trustee in
respect to any of the party's property, then termination shall be automatic and
immediate; however, in the event any such proceeding is initiated by a third party
against such party, termination shall be automatic if the such proceeding is not
dismissed or cured by the party within thirty (30) days after the filing thereof.
8.2
In the event that Buyer cancels the program after business award but before
the agreed upon end of program duration, Buyer shall reimburse appropriate
cancellation charges for unrecovered BEG investment including but not limited to
capital equipment, BEG paid tooling, engineering costs, and material obsolescence.
Buyer payment is expected in lump sum by the end of the calendar year of the
cancellation.
9.
Intellectual Property. When title to the Products transfers to Buyer, such
title shall only mean and refer to the specific physical representation of the Products,
and shall not include any intellectual property rights whether patent, copyright,
trademark, trade secret, know-how or other form of right (collectively "Intellectual
Property Rights"), with all such Intellectual Property Rights remaining at all times
the sole property of BEG.
10.
Warranty.
10.1 Unless specified otherwise in BEG's quotation BEG warrants that, upon
delivery, the Products will be free of defects in material and workmanship. BEG's
warranty covers only defects, that existed at the time of delivery. The foregoing
warranty: (i) is personal to Buyer and does not extend to any subsequent owner of
the Products; and (ii) does not cover defects which occur due to the use in a
motorsport environment.
10.2 Buyer acknowledges that the Products are designed for race performance,
with reduced durability and stability, and that the extreme wear inherent in a racing
environment may result in Product malfunction which will not be covered by the
limited warranty set forth above.
No cancellations of or changes to the
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