TERMS AND CONDITIONS
AUTO PERFORMANCE LTD HOLDS EXCLUSIVE RIGHTS FOR USA ON DTE-SYSTEMS GMBH-GERMANY
TERMS OF SALE AGREEMENT
The sale of all goods and products, and any services and information provided in connection
therewith, (the “Products”) by Auto Performance, Ltd. (the “SELLER”) to you (the “BUYER”)
are subject to the terms and condition of this Sales Agreement.
WARRANTIES & GUARANTEES
BUYER is strictly limited to any warranties or guarantees with respect to any Products provided
by the manufacturer, a distributor, or another third-party. SELLER has no duties or obligations to
BUYER with respect to any such third-party warranties or guarantees, and expressly disclaims any
such third-party warranties or guarantees.
SELLER disclaims any and all warranties and guaranties and sells all Products to BUYER “as is”
and “with all faults”. SELLER EXPRESSLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
For the purpose of clarification, the foregoing also applies to any drawings, illustrations,
photographs, dimensions, weights, characteristics, statements of performance or operating
parameters, and any other descriptions or information or services provided by SELLER with
respect to the Products.
BUYER’S DUE DILIGENCE AND REPRESENTATION & WARRANTIES
BUYER understands and agrees that the installation and use of the Products:
May be illegal in certain jurisdictions for on road or any use whatsoever. BUYER
represents and warrants that BUYER has knowledge of all such laws and will not install or
use the Products in violation of any laws.
May not be covered by the BUYER’s insurance, or cause an increase in the cost, change
in the terms, or a cancellation of the BUYER’s insurance policies. BUYER represents and
warrants that BUYER has and shall continue to disclose the installation and use of any
Products to all current and future insurers.
May result in limitations to, or the voiding of, warranties and guarantees provided by thirdparties
with respect to other goods or services, including a vehicle manufacturer’s
warranty. BUYER understands and agrees to accept all risks that the installation and use
of the Products may limit or void any third-party warranties or guarantees.
May be incompatible with and / or result in additional stress and loads on the vehicle or
other goods or products, thereby resulting in adverse performance, diminished service life,
or damage to the vehicle or other goods or products. BUYER understands and agrees to
accept all such risk of potential adverse performance, diminished service life, or damage
to the vehicle or other goods or products.
May result in significant and potentially dangerous modifications to the performance and
operating characteristics of the vehicle in which the Products are installed. BUYER
represents and warrants that BUYER has full knowledge, understanding, experience, and
the capability and qualifications necessary to operate any vehicle with the Products
installed in a manner that will prevent any damage or harm to any property or persons.
DAMAGES & INDEMNIFICATION
Notwithstanding and without limitation to anything herein: (i) SELLER expressly disclaims and
shall have no liability for any consequential, special, or punitive damages to BUYER or any thirdparty
and (ii) SELLER’s maximum liability for any damages, of whatever nature or kind, and
resulting under any circumstances, is limited to, and shall not exceed, the price of the Product
purchased by Seller.
BUYER agrees to indemnify, defend, and hold harmless SELLER, including for reasonable
attorney’s fees of an attorney of SELLER’s choice, for any claims or damages asserted by a thirdparty
against SELLER arising out of or in connection with (i) BUYER’s installation and use of the
Products or (ii) BUYER’s violation of any term, condition, representation, or warranty in this
APPLICABLE LAW, VENUE & JURISDICTION
This Agreement and all relations between SELLER and BUYER shall be interpreted and governed
according to the laws of the State of Illinois, without regard to any choice of law or forum
provisions thereof. The 18th Judicial Circuit Court, DuPage County, Illinois shall be the sole and
exclusive venue and jurisdiction for initiating and maintaining any lawsuit or action between
SELLER and BUYER. BUYER understands, agrees, represents and warrants that the sale of the
Products occurred in DuPage County, Illinois, and irrevocably waives (1) any objection to
jurisdiction; (2) any change of venue (including any change for forum non conveniens) ; and (3)
any removal to any federal or other court.
BLUE-PENCILING & SURVIVAL
If any term or condition of this Agreement are held to be void or voidable, then the court shall alter
or modify the term or condition (i.e., “Blue-Pencil”) to comport with the Parties’ intentions as
expressed herein to the maximum extent permitted by law. If the void or voidable term or condition
cannot be altered or modified, then the remainder of this Agreement shall remain in full force and