General Terms and Conditions (GTC)

1. Scope and Contracting Parties

1.1 These General Terms and Conditions apply to all offers, deliveries, services, and contracts of SSM Electronics & Handels GmbH, trading under the brand eTuk Europe (hereinafter "eTuk Europe"), in particular regarding the sale, configuration, and delivery of vehicles, vehicle bodies, accessories, spare parts, and related services.

1.2 These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.

Contracts with consumers are not concluded on the basis of these General Terms and Conditions.

1.3 Deviating, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if eTuk Europe has expressly agreed to their validity in text form.

1.4 Individual agreements in the respective offer, order confirmation, purchase contract, or other expressly incorporated contract documents shall take precedence over these General Terms and Conditions.

2. Offers and Conclusion of Contract

2.1 Offers from eTuk Europe are subject to change and non-binding unless they are expressly designated as binding.

2.2 A contract is concluded upon eTuk Europe's order confirmation in text form, by the signing of a contract by both parties, or by eTuk Europe's execution of the order.

2.3 The customer is responsible for ensuring that all information, requirements, dimensions, service descriptions, configuration requests, and other details provided by them are complete and accurate.

eTuk Europe is entitled to rely on this information when preparing offers and executing the contract, provided that its inaccuracy is not obvious.

2.4 If eTuk Europe provides services at the customer's express request prior to the conclusion of the contract, these shall be remunerated at the rates agreed upon for such services or, in the absence of an express agreement, at eTuk Europe's standard rates.

3. Scope of Services and Product Specifications

3.1 The specific scope of services is determined by the respective offer, order confirmation, or purchase agreement, as well as the technical documents and configuration descriptions expressly included therein.

3.2 Illustrations, photographs, drawings, technical data, range specifications, consumption values, charging times, dimensions, weights, equipment descriptions, and other information on the website, in brochures, or in other information and advertising materials serve as a general product description.

They do not constitute a guarantee of quality unless they have been expressly agreed upon as a binding specification.

3.3 Information regarding range, energy consumption, charging time, and battery performance, in particular, depends on the respective operating conditions. These include, but are not limited to, driving style, payload, outside temperature, route profile, speed, vehicle configuration, the condition and age of the battery, and the use of additional electrical consumers.

3.4 Technical or design changes, as well as changes to equipment, materials, or components, remain permissible provided they are necessary due to technical advancements, legal or regulatory requirements, or the availability of components, and do not significantly impair the agreed function or the economic utility of the product.

3.5 eTuk Europe is entitled to engage suitable third parties, in particular manufacturers, logistics companies, body manufacturers, and service partners, to fulfill its contractual obligations.

4. Individual Configurations and Customer Materials

4.1 Vehicles and vehicle bodies can be individually configured depending on the specific model and order. This may include, in particular, bodies, interior fittings, kitchen technology, sales equipment, special equipment, paintwork, foiling, logos, and lettering.

4.2 If production or procurement is based on a configuration, drawing, visualization, specification, or other planning document approved by the customer, this approval shall be binding for the agreed scope of services.

4.3 Subsequent change requests by the customer require confirmation from eTuk Europe. They may result in additional costs and an extension of agreed or estimated delivery times.

4.4 The customer warrants that they possess all rights necessary for the use of the logos, trademarks, graphics, designs, photographs, texts, and other materials they provide.

The customer shall indemnify eTuk Europe against any legitimate claims by third parties arising from the contractual use of such materials as initiated by the customer.

5. Prices

5.1 Unless expressly stated otherwise, all prices are net prices plus the applicable statutory value-added tax.

5.2 Costs for transport, transfer, registration, insurance, customs clearance, import, individual adjustments, official permits, or other additional services are only included in the agreed price if this is expressly stated in the offer or order confirmation.

5.3 Deliveries outside of Germany may be subject to additional taxes, customs duties, levies, registration fees, or import costs. Unless expressly agreed otherwise or required by law to be borne by eTuk Europe, these costs are to be paid by the customer.

5.4 Additional deliveries and services commissioned by the customer or agreed upon after the contract has been concluded will be invoiced separately.

6. Payment Terms

6.1 Payment terms, including any down payments, installment payments, and final payments, are set out in the respective offer, order confirmation, or purchase agreement.

6.2 eTuk Europe is entitled to request reasonable advance or installment payments, particularly for vehicles that are individually configured or specifically procured for the customer.

6.3 Unless a different payment term has been agreed, invoices are due for payment within 14 days of the invoice date without deduction.

6.4 Statutory provisions apply in the event of payment default. For payment claims arising from transactions in which no consumer is involved, the statutory default interest rate is nine percentage points above the respective base interest rate. Furthermore, the statutory claim to the flat-rate default fee as well as compensation for any further damages caused by default remains unaffected.

6.5 eTuk Europe is entitled to withhold outstanding deliveries or services if the customer fails to make due payments.

The same applies if, after the contract is concluded, there are reasonable doubts regarding the customer's solvency and the customer fails to provide reasonable advance payment or security despite being requested to do so.

6.6 The customer may only offset claims that have been legally established or are undisputed. The customer may only exercise a right of retention based on claims arising from the same contractual relationship.

7. Cancellation of Customized Orders

7.1 After the contract has been concluded, there is no statutory right of withdrawal for commercial customers.

Unilateral cancellation of a binding order, particularly for an individually configured vehicle or one ordered specifically for the customer, is not possible.

7.2 If eTuk Europe agrees to an early termination of the contract at the customer's request, eTuk Europe is entitled to invoice the expenses and damages incurred up to that point.

Insofar as the damage incurred is not calculated specifically, eTuk Europe may demand the following lump-sum compensation depending on the stage of the order and production reached:

a) 20% of the net order value if the order has not yet been released for customized production or procurement,

b) 50% of the net order value if production, procurement, or customized configuration has already begun,

c) 80% of the net order value if the vehicle or customized service is largely completed or ready for shipment.

7.3 The customer is expressly permitted to provide proof that eTuk Europe has incurred no damage or significantly less damage.

eTuk Europe reserves the right to provide proof of higher actual damages incurred.

8. Delivery Times and Delays

8.1 Stated delivery times and dates are generally non-binding estimates, unless a date has been expressly agreed upon as binding.

8.2 An agreed delivery period does not begin until all information, configurations, and approvals required from the customer for the execution of the order have been received and any agreed advance payments have been made.

8.3 Delays resulting from late payments, subsequent change requests, missing approvals, or other circumstances for which the customer is responsible will extend agreed or announced delivery deadlines accordingly.

8.4 eTuk Europe is entitled to make reasonable partial deliveries and provide partial services, provided these are acceptable to the customer.

8.5 Otherwise, the customer's rights in the event of a delay in delivery for which eTuk Europe is responsible are governed by statutory provisions, subject to the liability limitations set forth in Section 18 of these General Terms and Conditions.

9. Delivery, Transport, and Transfer of Risk

9.1 The place of delivery, delivery terms, mode of transport, transport costs, and any agreed INCOTERMS are specified in the respective offer, order confirmation, or purchase contract.

9.2 If the goods are shipped to a location other than the place of performance at the customer's request and no other agreement has been made, the risk passes to the customer upon handover of the goods to the forwarder, carrier, or other third party designated to carry out the shipment, in accordance with statutory provisions.

9.3 If shipment or handover is delayed for reasons for which the customer is responsible, the risk passes to the customer from the moment eTuk Europe is ready for shipment or handover and has notified the customer accordingly.

9.4 Transport insurance will only be taken out if this has been expressly agreed upon.

10. Retention of Title

10.1 Delivered goods and vehicles remain the property of SSM Electronics & Handels GmbH until all claims arising from the respective contractual relationship have been settled in full.

10.2 As long as the retention of title remains in effect, the customer may not pledge the reserved goods or assign them as security outside of the ordinary course of business.

10.3 If the customer is a reseller, they may resell the reserved goods in the ordinary course of business. The customer hereby assigns to eTuk Europe all claims arising from such resale in the amount of the outstanding claims from the contractual relationship. eTuk Europe accepts this assignment.

10.4 The customer must immediately inform eTuk Europe of any attachments, seizures, or other third-party interventions regarding the reserved goods, as well as any significant damage to or loss of such goods.

11. Inspection, Notification of Defects, and Rights Regarding Defects

11.1 If the purchase is a commercial transaction for both parties within the meaning of the German Commercial Code (HGB), the inspection and notification obligations under Section 377 HGB apply.

The customer must inspect the goods immediately upon delivery, as far as is feasible in the ordinary course of business. Recognizable defects must be reported immediately upon discovery; defects that are not recognizable during inspection must be reported immediately upon their subsequent discovery.

11.2 The primary basis for determining whether a defect exists is the expressly agreed quality.

Standard or technically unavoidable deviations do not constitute a defect, provided that the contractually intended use is not significantly impaired.

11.3 Natural wear and tear and the ordinary depreciation of wear parts do not constitute a material defect, unless there is a material, manufacturing, or design fault.

11.4 Claims for defects do not exist if the damage or defect was caused by the customer, in particular through

a) improper or unintended use,

b) failure to observe operating, maintenance, or safety instructions,

c) improper or untimely maintenance,

d) unauthorized modifications to the vehicle or its control, battery, or electronic systems,

e) improper repairs or

f) the use of unsuitable operating materials, spare parts, or wear parts.

11.5 In the event of a justified defect, eTuk Europe must first be given the opportunity to provide subsequent performance within a reasonable period.

In accordance with statutory provisions, eTuk Europe is entitled to choose between repair and replacement.

If subsequent performance fails or is unreasonable for the customer, the customer is entitled to further statutory defect rights.

11.6 The limitation period for defect claims arising from the sale of new vehicles and other new goods to business customers is twelve months from delivery, provided that such a reduction is legally permissible.

This reduction does not apply, in particular,

a) in the event of fraudulently concealed defects,

b) where eTuk Europe has expressly provided a guarantee for the quality of the goods,

c) for claims involving injury to life, limb, or health,

d) in the event of intentional or grossly negligent breach of duty, and

e) where mandatory statutory recourse or other claims prevent such a reduction.

The statutory limitation period for claims regarding defects in movable goods is two years; in cases of fraudulent concealment or a quality guarantee provided by the seller, special statutory limits on liability restrictions apply.

12. Manufacturer's Warranty

12.1 For certain vehicle components, in addition to statutory warranty rights, a warranty from E-Tuk Factory B.V. applies in accordance with the manufacturer's warranty terms for the respective vehicle.

12.2 The scope, duration, requirements, and exclusions of the manufacturer's warranty are governed by the warranty terms of E-Tuk Factory B.V. applicable to the specific vehicle at the time the contract is concluded.

A summary overview is available on the website at /service/garantie-gewahrleistung.

The factory warranty provides varying levels of coverage for the components listed therein; specifically, the frame, motor, charger, controller, differential, and lithium battery are covered by a two-year warranty period. Normal wear and tear and the typical reduction in battery performance due to age or usage are not covered.

12.3 Warranty claims are processed through eTuk Europe or a service partner authorized by eTuk.

In the event of an accepted warranty claim, the nature of the warranty service, particularly the repair or replacement of the affected component, is governed by the manufacturer's warranty terms. Under these terms, the manufacturer is also entitled to replace an original component that is not available in a timely manner with a component of comparable quality.

12.4 The manufacturer's warranty exists independently of the customer's statutory rights regarding defects against eTuk Europe. These rights are neither replaced nor limited by the manufacturer's warranty.

13. Maintenance, Service, and Repairs

13.1 The customer is obligated to comply with the operating, inspection, and maintenance guidelines applicable to the respective vehicle and to have prescribed maintenance work carried out within the specified intervals.

13.2 If the manufacturer's warranty or the maintenance manual applicable to the respective vehicle stipulates that certain maintenance or repair work must be carried out by a service partner or technician authorized by eTuk, compliance with these requirements is a prerequisite for claiming the corresponding manufacturer's warranty.

13.3 The use of non-approved spare or wear parts, unauthorized technical modifications, and improperly performed maintenance or repair work may lead to the exclusion of warranty claims in accordance with the manufacturer's warranty.

The factory warranty specifically excludes damage resulting from use or maintenance not in accordance with the manual, unauthorized modifications, improper repairs, and the use of unsuitable spare parts.

13.4 The above provisions regarding the manufacturer's warranty do not affect the customer's statutory rights regarding defects, provided the conditions for such rights are met independently of any breach of maintenance, usage, or repair guidelines.

13.5 Service, maintenance, and repair work that is not part of the original contract or a valid warranty or defect claim will be charged separately.

14. Registration, Permits, and Operational Use

14.1 eTuk Europe provides the vehicle, homologation, and registration documents contractually agreed upon for the respective vehicle.

14.2 Unless expressly agreed otherwise, the customer is responsible for checking and ensuring before commencing operations that their intended use is permitted at the respective location and that all necessary permits, licenses, and operational requirements are in place.

This applies in particular to commercial passenger transport, catering, food preparation and sales, sales in public spaces, special uses, events, and operation on special traffic or operational areas.

14.3 Vehicle registration, homologation, or the provision of a CoC certificate does not constitute a guarantee that any intended business model or specific use is permitted at every location without additional permits.

15. Intellectual Property and Proprietary Rights

15.1 All copyrights, trademarks, design rights, software rights, and other proprietary rights to vehicle concepts, technical documentation, drawings, designs, software, brands, and other protected content remain with eTuk Europe, E-Tuk Factory B.V., or the respective rights holder.

15.2 The provision of documents, files, software, or other information does not grant the customer any rights of use or exploitation beyond the purpose of the contract, unless expressly agreed otherwise.

15.3 Notices regarding trademarks, copyrights, property rights, or other proprietary rights may not be removed or altered without the consent of the respective rights holder.

16. Confidentiality

16.1 The parties agree to treat all confidential business and technical information that becomes known to them in connection with the business relationship as confidential and to use it exclusively for the purpose for which it was provided.

16.2 This obligation applies during the term of the contract and for a period of two years after its termination.

16.3 This obligation does not apply to information that

a) are or become publicly known without any breach of this obligation,

b) were already demonstrably and lawfully known to the receiving party,

c) have been lawfully disclosed by a third party authorized to do so, or

d) must be disclosed due to legal, judicial, or regulatory requirements.

This two-year post-contractual period also corresponds to the confidentiality provisions in the E-Tuk Factory General Conditions.

17. Force Majeure

17.1 If eTuk Europe is unable to fulfill contractual obligations, or is unable to do so on time, due to circumstances beyond its reasonable control and for which it is not responsible, the affected delivery and performance deadlines shall be extended by the duration of the disruption plus a reasonable restart period.

17.2 Such events include, in particular, war, civil unrest, terrorism, natural disasters, fire, floods, extreme weather conditions, epidemics or pandemics, government action, strikes, lockouts, significant disruptions to transport or energy supply, as well as unforeseeable and significant production or supply disruptions at the manufacturer or key suppliers, provided that eTuk Europe is not responsible for them.

17.3 eTuk Europe will inform the customer of any significant disruption and its foreseeable impact on the order as soon as circumstances permit.

17.4 If an event of force majeure lasts longer than four months and it is no longer reasonable for a party to continue with the affected part of the contract, either party may terminate this part of the contract.

Deliveries or services already duly rendered must still be paid for.

The four-month rule is based on the Factory's General Conditions.

18. Liability

18.1 eTuk Europe shall be liable without limitation

a) in the event of intent and gross negligence,

b) in the event of culpable injury to life, limb, or health,

c) in the event of fraudulent concealment of a defect,

d) due to a warranty expressly assumed by eTuk Europe as well as

e) to the extent that liability exists due to mandatory statutory provisions.

Mandatory claims under the Product Liability Act may not be excluded or limited in advance.

18.2 In the event of simple negligence, eTuk Europe shall only be liable for the breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely.

In this case, liability is limited to the foreseeable, contract-typical damage at the time of contract conclusion.

18.3 Otherwise, liability for damages resulting from simple negligence is excluded.

18.4 The above limitations of liability apply accordingly to the benefit of the legal representatives, employees, vicarious agents, and other persons engaged by eTuk Europe for the performance of the contract.

18.5 The provisions of this section do not affect the independent terms and liability limitations of the manufacturer's warranty provided by E-Tuk Factory B.V.

19. Continuing Obligations and Termination of Contract

19.1 Where a continuing obligation is entered into between the parties, the individually agreed terms and notice periods shall apply.

19.2 The right of both parties to terminate the contract for good cause remains unaffected.

19.3 Good cause may exist, in particular, if a party commits a material breach of contract and fails to remedy the breach despite a reasonable grace period.

19.4 The termination of a contract does not affect claims for remuneration for deliveries and services already properly rendered.

20. Transfer of Rights

20.1 eTuk Europe is entitled to assign individual claims arising from the contractual relationship to third parties, provided that the customer's legitimate interests are not unreasonably prejudiced.

20.2 The transfer of the entire contractual relationship to a third party requires the customer's consent, unless a case of statutory universal or corporate succession applies.

21. Governing Law and Jurisdiction

21.1 All legal relationships between eTuk Europe and the customer are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

21.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of SSM Electronics & Handels GmbH, to the extent permitted by law.

Under Section 38 of the German Code of Civil Procedure (ZPO), a choice of forum agreement is permissible, particularly between merchants, legal entities under public law, and special funds under public law.

21.3 If the customer does not have a general place of jurisdiction in Germany, the statutory requirements for jurisdiction agreements with foreign contractual partners shall apply additionally.

21.4 eTuk Europe reserves the right to sue the customer at any other legally permissible place of jurisdiction.

22. Final Provisions

22.1 Amendments and supplements to the respective contract should be made in text form, unless a stricter form is required by law or by individual agreement.

22.2 Should individual provisions of the contract or these General Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected.

The invalid or unenforceable provision shall be replaced by the applicable statutory regulations.

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