(1 ) These General Terms and Conditions (GTC) apply to all contracts between RPR Motors GmbH, Hauptstrasse 8, 53539 Kelberg-Zermüllen (hereinafter “Contractor” or “RPR Motors”) and the client (hereinafter “Client”).

(2) These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the client will only become part of the contract if and to the extent that RPR Motors has expressly agreed to their validity in writing.

(3) Individual agreements with the client shall in any case take precedence over these GTC.

(4) These GTC will also apply to future business relationships without RPR Motors having to refer to them again in each individual case.

(1) Offers from RPR Motors are subject to change and non-binding, unless expressly marked as binding.

(2) A contract will only come into existence upon written order confirmation from RPR Motors or upon commencement of the work.

(3) Cost estimates are non-binding. The actual costs may deviate by up to 20% from a non-binding cost estimate without the Client’s renewed consent being required. In the event of an expected overrun of more than 20%, RPR Motors will inform the Client immediately.

(1) The scope of the services to be provided is set out in the order confirmation or workshop order.

(2) RPR Motors is entitled to use subcontractors to carry out the order.

(3) The Client is obliged to provide RPR Motors with all information necessary for the execution of the order in full and truthfully, in particular:

• Previous damage to the vehicle or components
• Previous repairs, especially on high-voltage systems
• Accidents or extraordinary burdens
• Modifications to the vehicle or components
• Known errors or anomalies

(4) Any warranty and liability on the part of RPR Motors is excluded in the event of non-compliance with the duty to inform.

(1 ) The repair, maintenance and diagnosis of high-voltage batteries (HV batteries) and drive units is carried out according to the current state of the art. RPR Motors takes the greatest possible care, but expressly points out that no guarantee can be given for a specific remaining service life or capacity for used HV batteries due to their history and the natural ageing process.

(2) The client is informed that high-voltage systems involve special risks. By placing the order, the client confirms that he has been informed of these risks.

(3) HV batteries as wearing parts
HV batteries are wearing parts within the meaning of Section 434 (3) BGB. They are subject to a natural loss of capacity due to age and use. The HV battery itself (including its cells, modules and total capacity) is therefore excluded from any warranty.

(4) Warranty on the repair service
RPR Motors only provides a warranty on the technical repair service itself (e.g. replacement of defective modules, soldering points, contacts, BMS components). This warranty period is 12 months from acceptance or 10,000 km mileage, whichever occurs first.

(5) Exclusion of warranty
In particular, the following are excluded from the warranty:

• Loss of capacity of the HV battery (State of Health – SoH)
• Loss of range due to natural ageing
• Performance degradation of individual cells or modules
• Deviations in the range display during BMS calibration
• Damage due to improper charging (fast charging, overcharging, deep discharging)
• Damage due to extreme temperatures or climatic conditions
• Damage due to accident, flooding or improper handling

(6) No capacity guarantee
A guarantee for the capacity or the State of Health (SoH) of an HV battery is generally not given. Only if a specific SoH value has been expressly guaranteed in writing in the individual workshop order shall this be deemed to be the agreed quality. Without such an express written agreement, there is no entitlement to a minimum capacity.

(7) BMS calibration
The client is advised that the battery management system (BMS) must be recalibrated after a HV battery has been repaired. Calibration may take several weeks and several complete charge/discharge cycles. During this calibration phase, the range display and capacity display may deviate considerably from the actual values. This does not constitute a defect.

(8) Drive units
The general warranty provisions in accordance with § 9 of these GTC apply to drive units. The warranty period is 12 months from acceptance or 10,000 km mileage, whichever occurs first.

(1 ) Restomods (restoration and modernization of vehicles) are individual custom-made products. The work is carried out according to the client’s wishes and to the best of our knowledge and belief.

(2) The Client is aware that conversions and modifications may change the identity of the vehicle and may require a new approval or registration. RPR Motors does not guarantee the registrability of conversions. The Client is responsible for obtaining all necessary approvals.

(3 ) Delivery times for restomods cannot be guaranteed due to the availability of parts and the complexity of the work. The deadlines stated are to be understood as guidelines.

(4) Changes to the scope of services during performance are possible if additional repairs are required during disassembly. RPR Motors will inform the Client immediately and obtain approval if the additional costs exceed EUR 500.

(5) The warranty for restomods applies exclusively to the work carried out and new parts installed by RPR Motors, but not to old parts of the vehicle or parts provided by the Client.

(1) All prices are in Euro plus the statutory value added tax.

(2) Prices will be calculated on a time and material basis in accordance with RPR Motors’ hourly rates valid at the time the service is provided, unless a fixed price has been agreed in individual cases.

(3) The current hourly rate for general workshop work is EUR 125.00 net plus statutory VAT, unless otherwise agreed. The current hourly rate for high-voltage work is EUR 175.00 net plus VAT, unless otherwise agreed.

(4) Down payments can be agreed after the order has been placed. For orders over EUR 5,000.00, RPR Motors reserves the right to demand a down payment of at least 50%.

(5 ) Payment of the invoice is due immediately upon receipt without deduction, unless otherwise agreed.

(6) In the event of late payment, default interest of 9 percentage points above the base interest rate shall be charged. We reserve the right to claim further damages caused by default.

(7 ) Offsetting against counterclaims of the client or the withholding of payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.

(1) Delivery deadlines and completion dates are only binding if they have been expressly confirmed as binding in writing.

(2) The delivery period begins with the order confirmation, but not before clarification of all execution details and not before receipt of an agreed down payment.

(3) Compliance with the delivery period shall be subject to the timely and proper fulfillment of the Client’s obligations, in particular the provision of all necessary documents and information as well as the payment of agreed advance payments.

(4) RPR Motors is entitled to render partial services, provided this is reasonable for the Client.

(5) Force majeure, labor disputes, official measures and other unforeseeable events for which RPR Motors is not responsible will release RPR Motors from its obligation to perform for the duration of the disruption and to the extent of its effect. This also applies if these events occur at suppliers or their upstream suppliers.

(1) The Client is obliged to accept the service immediately after notification of completion by RPR Motors. Acceptance will take place by collecting the vehicle/components or by written declaration of acceptance.

(2) Recognizable defects must be reported immediately upon acceptance. If no notice of defects is given, the service shall be deemed to have been accepted.

(3) If the vehicle/components are not collected within 14 days of notification of completion, RPR Motors will be entitled to charge a demurrage fee of EUR 25.00 per day.

(1) The warranty period is 12 months from acceptance, unless otherwise stipulated below.

(2 ) For used parts that are installed in vehicles or components, the warranty period shall be 6 months from acceptance, unless a longer period has been expressly agreed.

(3 ) No warranty shall be assumed for parts provided by the client.

(4) The warranty shall not apply if:

• The Client carries out modifications or repairs without the consent of RPR Motors or has them carried out by third parties
• The client has not fulfilled its duty to inform in accordance with § 3
• The defect is due to improper handling, excessive use or exceptional external influences
• Maintenance intervals are not adhered to
• For HV batteries: Improper charging, deep discharge or overcharging

(5) In the event of a warranty claim, RPR Motors will initially be entitled to subsequent performance (rectification or replacement delivery) at its own discretion. Only after the unsuccessful expiry of a reasonable period for subsequent performance or in the event of the final failure of subsequent performance may the Client, at its discretion, demand a reduction in price or withdraw from the contract.

(6) The Client may reasonably be expected to make subsequent improvements until the rectification of the defect is impossible or involves disproportionate costs for RPR Motors.

(1) RPR Motors has unlimited liability:

• In the event of intent or gross negligence
• For damages resulting from injury to life, limb or health
• In accordance with the provisions of the Product Liability Act

(2) In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), RPR Motors’ liability will be limited to the foreseeable damage typical of the contract. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the Client may regularly rely.

(3) Otherwise, the liability of RPR Motors is excluded.

(4) Liability for consequential damages, indirect damages, loss of profit and damages arising from third-party claims against the client is excluded, except in cases of willful misconduct or gross negligence.

(5) RPR Motors will not be liable for damages caused by force majeure, acts of third parties or parts provided by the Client.

(6) The above limitations of liability also apply to the personal liability of RPR Motors’ employees, representatives and vicarious agents.

(1) Installed parts will remain the property of RPR Motors until all claims arising from the business relationship with the Client have been paid in full.

(2) Pursuant to Sections 647 and 648 of the German Civil Code (BGB), RPR Motors is entitled to a contractor’s lien on the Client’s movable property taken into its possession. The lien secures all claims arising from the existing business relationship with the Client.

(3) RPR Motors is entitled to retain the vehicle and/or repaired components until all claims have been paid in full.

(4) In the event of default, RPR Motors will be entitled, after setting a reasonable grace period, to dispose of the retained vehicle/components at the Client’s expense.

(1 ) Vehicles and components owned by RPR Motors are covered by workshop insurance. This covers damage caused by fire, theft, burglary and natural hazards.

(2) Not insured are:

• Damage caused by gross negligence or intent on the part of third parties
• Impairment losses
• Consequential damages and loss of profit
• Special equipment and accessories that have not been reported

(3) The client is obliged to specify any special valuables, additional equipment or accessories with a value in excess of EUR 1,000.00 when placing the order.

(1) RPR Motors undertakes to treat all information obtained in the course of the business relationship as confidential and to use it only in the context of executing the order.

(2) This does not apply to information that:

• are or become public knowledge without RPR Motors being responsible for this
• RPR Motors are lawfully made accessible by third parties
• must be disclosed due to legal regulations or official orders

(1) RPR Motors processes the client’s personal data in accordance with the statutory provisions, in particular the General Data Protection Regulation (GDPR).

(2) RPR Motors’ privacy policy is available at www.rpr-motors.com.

(3 ) Vehicle data may be read out during the diagnosis and repair of vehicles. This data is used exclusively for the purpose of executing the order and is deleted after completion of the order, provided there are no statutory retention obligations.

The Client may only assign its claims arising from the contractual relationship to third parties with the prior written consent of RPR Motors.

(1) All legal relationships between RPR Motors and the Client shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Client is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of RPR Motors. However, RPR Motors is also entitled to bring an action at the Client’s general place of jurisdiction.

(3) Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.