General Terms and Conditions of Falken Tyre Europe GmbH

A. Scope and conclusion of contract

1. These General Terms and Conditions are an integral part of all offers and contracts for deliveries and services of Falken Tyre Europe GmbH (hereinafter referred to as “Falken”) and shall also apply to future business relations. Differing or supplementary terms and conditions shall not apply, even if Falken does not expressly object to them; they shall only apply if they are expressly recognised by Falken in individual cases. 2 These General Terms and Conditions apply exclusively to entrepreneurs (Section 14 BGB). 3. All agreements made upon conclusion of the contract shall be set out in full in writing. No verbal collateral agreements have been made. Evidence to the contrary is not excluded by this. Falken employees are not authorised to make verbal commitments that deviate from the written contractual agreement. 4 Falken’s offers are subject to change and non-binding, unless they are expressly labelled as binding. The order placed by the customer is deemed to be a binding contractual offer. The contract is only concluded upon written acceptance of the customer’s order by Falken (e.g. by order confirmation). Falken is not obligated to accept a contract offer. This also applies if the order is placed via a customer portal provided by Falken. 5. We reserve the right to make technical changes to the goods for the purpose of improvement insofar as they are reasonable for the customer and in particular do not lead to a reduction in value or to a restriction in usability.

B. Terms of delivery

1. Delivery shall be made in accordance with the respective contractually agreed delivery clause in accordance with Incoterms 2020, which shall also be authoritative for the time of transfer of risk. The statutory transfer of risk in the event of default of acceptance remains unaffected.

Unless otherwise agreed, delivery shall be EX WORKS (storage location) in accordance with Incoterms 2020.

In the event of despatch, Falken is entitled to determine the type of despatch (in particular the transport company, packaging and despatch route) itself. The customer is responsible for unloading the delivery vehicles in all cases. Unloading must take place on the unloading date agreed with him. If no such date has been agreed, the customer must unload the vehicle immediately. If unloading does not take place within a reasonable time, Falken reserves the right to pass on to the customer any additional charges imposed by the transport company, unless the customer can prove that he is not responsible for the delay.

2. Binding delivery times must be agreed separately on an individual basis.

3. Partial deliveries are permissible within reasonable limits.

4. Delivery shall be subject to correct and timely delivery to us.

5. The delivery period shall be extended appropriately in the event of unforeseeable, extraordinary events which cannot be averted despite the care required and reasonable in the circumstances of the case, in particular in cases of force majeure which prevent Falken from delivering on time, for example fire, floods and other natural disasters, general shortages of energy or raw materials, strikes or lawful lockouts, war, civil war or riots, pandemics, epidemics, export and import bans or other official measures. In this case, Falken shall be released from its obligation to perform for the duration of the hindrance and a reasonable restart period. Falken shall inform the customer of the hindrance and its expected duration immediately after becoming aware of such. The parties shall negotiate the possibility of adjusting their obligations to the changed circumstances in good faith. If the hindrance lasts for more than three months, each of the parties shall be entitled to withdraw from the contract. In this event, Falken shall reimburse the customer for any payments already made for services not yet rendered.

C. Prices and terms of payment

1. The prices are binding and – unless another currency has been expressly agreed – are in EURO, plus the respective statutory value added tax; depending on the agreed delivery conditions according to Incoterms 2020, transport, customs duties and ancillary costs, such as the statutory environmental tax (eco-fee), are added to the price of the goods. If accelerated despatch by Falken is agreed (e.g. air freight, urgent goods, express), the customer shall bear the associated additional costs. Falken reserves the right to levy surcharges for short quantities and/or island deliveries. These shall be communicated upon conclusion of the contract. If delivery is to be made to a third party, Falken may charge a flat-rate service fee to be agreed on a case-by-case basis.

2. Unless otherwise agreed or stated, the invoice amounts shall be paid within 15 days of the invoice date without deduction of discount. The date of receipt of payment shall be the date on which the amount is credited to Falken’s bank account. The customer bears the risk of the payment method. In the event of default in payment, Falken shall be entitled to the statutory claims and rights without restriction.

3. Bonuses shall only be granted if all due payment obligations from previous deliveries have been fulfilled and the invoice amounts have been credited to Falken’s account on time.

4. Falken reserves the right to contractually demand advance payment, in particular for initial orders or after payment due dates have been exceeded. If the fulfilment of Falken’s payment claims is jeopardised by the customer’s inability to pay, in particular due to a deterioration in the customer’s financial circumstances, Falken shall be entitled, even after conclusion of the contract, to make delivery dependent on advance payment or an appropriate security deposit. If the advance payment or security deposit is not made within a reasonable period of time, Falken shall be entitled to withdraw from the contract or – in the event of a continuing obligation – to terminate the contract.

5. Prices are only fixed prices if this has been expressly agreed. Falken reserves the right to adjust the prices if, for reasons for which Falken is not responsible, cost items on which the price calculation is based change between order and delivery and this results in a change in the total costs of contract performance for Falken, taking into account the development of the other cost items. In this event, Falken shall inform the customer immediately in writing of any price adjustment prior to delivery. If this results in an increase of more than 10% compared to the original price, the customer shall be entitled to withdraw from the contract. The withdrawal must be notified to Falken in writing immediately after notification of the price adjustment and before delivery.

6. The customer shall only be entitled to offset if his counterclaim is undisputed or has been recognised by declaratory judgement. This restriction shall not apply if the counterclaims are due to defects and the counterclaims result from the same contractual relationship as Falken’s claim.

7 Falken is entitled to offset all claims to which the customer is entitled against Falken.

D. Retention of title

1. The delivered goods shall remain the property of Falken until full payment of all claims arising from the business relationship, including any current account balance. If the customer is in default of payment or violates his contractual obligations in any other way, Falken shall be entitled to withdraw from the contract under the statutory conditions and to demand the return of the goods.

2. The customer is authorised to resell the goods subject to retention of title in the normal course of business; however, he is not permitted to pledge them or assign them as security.

3. The customer hereby assigns the claims from the resale of the reserved goods in the amount of the gross invoice amount of Falken’s claim to Falken, which accepts the assignment. However, the customer shall be entitled to collect the claims as long as he is not in default with the fulfilment of his obligations towards Falken, suspends his payments, insolvency proceedings are applied for or opened against his assets or out-of-court composition proceedings are conducted. If these conditions are no longer met, the customer must provide Falken on request with the information necessary for the collection of the assigned claims, hand over the necessary documents to Falken in full and inform the debtor of the assignment without delay.

4. The customer shall carry out any processing or installation of the reserved goods for Falken without Falken incurring any obligations as a result. If the reserved goods are processed, combined or installed with other items not belonging to Falken, Falken shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combination or installation. If the customer acquires sole ownership of the new item, the parties agree that the customer shall grant Falken co-ownership of the new item in proportion to the value of the processed, combined or installed goods subject to retention of title and shall store them for Falken free of charge. If the goods subject to retention of title are resold together with other goods, whether without or after processing, combination or installation, the advance assignment agreed above shall only apply to the value of the goods subject to retention of title that are resold together with the other goods.

5. The customer must inform Falken immediately of any seizures, confiscations or other compulsory enforcement measures or dispositions by third parties of the reserved goods or the claims assigned in advance, handing over the documents necessary for an intervention.

6. If the retention of title or the assignment is not effective under the law in whose jurisdiction the goods are located, the security corresponding to the retention of title or the assignment in this jurisdiction shall be deemed agreed. If the co-operation of the customer is necessary for the creation of an effective reservation of title or the corresponding other security, the customer shall be obligated, at the request of Falken, to take all reasonable measures at its own expense that are necessary to establish and maintain such rights.

7. If the realisable value of the above securities exceeds the secured claims by more than 10%, Falken shall release a corresponding part of the securities; Falken shall be responsible for selecting the securities to be released.

E. Warranty

1. The contractual agreement, including the documents referred to therein, shall be authoritative for the scope of the deliveries and services of Falken. The technical information provided by Falken on the delivery item – including illustrations, drawings and technical specifications – does not constitute a guarantee. Only if the quality has not been agreed is Section 434 (3) BGB authoritative for the absence of defects. Public statements or advertising by third parties do not constitute a quality description within the scope of the contract concluded between Falken and the customer.

2. Claims for defects on the part of the customer presuppose that the customer has fulfilled his statutory obligations to inspect and give notice of defects. When unloading, the delivery must also be checked for quantity. Recognisable defects in the goods and/or services, including deviations in quantity and incorrect deliveries, must then be reported in writing immediately, but at the latest within five working days of delivery. The obligation to report hidden defects remains unaffected. Notification of defects must be made in text form as a minimum.

If the notice of defect proves to be unjustified, the customer shall be obligated to reimburse Falken for the resulting costs if he knew or could have recognised that there was in fact no defect.

3. If the goods and/or services delivered by Falken are defective at the time of the transfer of risk and the defect was notified in a timely and proper manner in accordance with Clause 2, the customer shall be entitled to the statutory warranty rights subject to the following conditions:

Falken shall be entitled to choose between rectification and subsequent delivery. Subsequent fulfilment shall not be deemed to have failed before the second unsuccessful attempt, unless there are special circumstances. The customer shall only be entitled to claims for damages within the scope of Section F.

If the customer is entitled to withhold the purchase price due to the defect, the right of retention shall be limited to a reasonable part of the purchase price in relation to the defect.

4. The limitation period for rights in the event of defects is two years. It begins with the handover of the goods to the customer.

5. Warranty claims are excluded if a defect has arisen due to improper use or treatment, such as a) non-compliance with the prescribed air pressure, b) exceeding the permissible load and driving speed for each individual tyre size, c) rally and racing use, d) incorrect mounting, including on non-standard, rusty or otherwise defective rims by the customer or third parties, e) natural wear and tear, f) unsuitable operating materials, g) incorrect wheel position or disturbances in the wheel arch (e.g. dynamic imbalance) and h) chemical, mechanical or thermal influences outside the performance and influence of Falken.

6. If Falken provides a separate warranty, the scope of which is determined by the applicable warranty conditions, the warranty is provided to the end customer who purchases the goods for his own use.

F. Liability

1. Subject to the following provisions, Falken shall be liable without limitation in accordance with the statutory provisions insofar as a contractual obligation has been breached by Falken or its vicarious agents intentionally or through gross negligence or in the event of a culpable breach of material contractual obligations. Material contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract and on whose compliance the customer regularly relies and may rely. Insofar as Falken is liable for simple negligence, the amount of liability is limited to the foreseeable damage typical for the contract. 2. Liability in the event of culpable injury to life, body or health as well as liability in the event of the assumption of a guarantee of quality and mandatory liability under the Product Liability Act shall remain unaffected. 3. Unless otherwise stipulated above, Falken’s liability is excluded. 4. The above liability provisions shall also apply if the customer asserts a claim for reimbursement of futile expenses instead of a claim for damages in lieu of performance.

G. Returns

The return of goods delivered in accordance with the contract is excluded unless Falken has expressly agreed to a return by way of exception. In any event, a return requires that the order number and the delivery date are stated and that the goods are technically and visually in perfect condition and resalable. Falken is entitled to make the acceptance of returns dependent on the obligation to pay a lump sum for the costs incurred in connection with the return (in particular logistics costs) plus statutory VAT. If it turns out that the goods are not faultless and resalable, the customer must either collect the goods at his own expense or have them disposed of by Falken at his own expense. Returns are only deemed to have been accepted after a positive result of a quality inspection at the Falken central warehouse. If returns are accepted, the price paid by the customer shall be credited less transport costs and any surcharges and less an agreed flat-rate return fee. Falken reserves the right to check any bonus credits already issued, the calculation basis of which includes the returned goods, and to reduce or reclaim these retroactively on a pro rata basis if necessary.

H. Data protection

Falken collects and processes personal data exclusively in accordance with the applicable provisions, in particular the EU GDPR and the BDSG.

Further details can be found in the data protection information of the responsible body (Falken): https://www.falkentyre.com/de/datenschutz.

I. Miscellaneous

1. The place of performance and jurisdiction for all disputes arising from and in connection with the contract is Offenbach, provided that the customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany. The above jurisdiction agreement applies exclusively to the customer. Alternatively, Falken shall also be entitled to bring an action before the courts having jurisdiction for the customer’s registered office.

2. The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

3. Insofar as these terms and conditions require that declarations be made in writing, the submission of declarations via electronic tools provided by Falken for this purpose and any other declaration in text form within the meaning of Section 126b BGB shall also satisfy this form.

4. Should individual provisions be or become invalid in whole or in part, this shall not affect the validity of the contract or the remaining terms and conditions of sale, delivery and payment. The invalid provision shall be replaced by the corresponding statutory provisions.

5. Any foreign language version of the General Terms and Conditions is provided for guidance only and the German version, which shall be made available to the customer at any time upon request, shall be the sole authoritative version.

Last revised: November 2025