The participation in this ZF [pro]Points Loyalty Programme is subject to these Terms and Conditions (“Programme Terms”) which consist of this Preamble (Section 1), the Entry Rules (Section 2) and the Programme Rules (Section 3).

The "ZF [pro]Points Loyalty Programme" (the “Programme”) is a customer loyalty programme sponsored by the Aftermarkets division of the ZF-Group operated ZF Friedrichshafen AG (“ZF Aftermarket”) in which Participants can collect points (“Points”) by purchasing ZF Aftermarket-products. The following applies:

• In Poland, Portugal, Spain, France and Great Britain, points can be collected as follows:

The Participants collect labels or other parts of the packaging of ZF Aftermarket Products authorized for premiums (the participating products can be found at www.zf-propoints.de) which the Participants send in by mail (or – if applicable – in another manner determined by ZF Aftermarket).

Points can then be redeemed for large or small rewards ranging from lifestyle products to workshop equipment to special training courses (“Rewards”).

The participation in the proPoints Loyalty Programme in Germany and Austria is covered by the separate terms, which are available at https://www.propoints.com/de-DE/termandcondition.

2.1 Participants

2.1.1 The Programme is open to all registered, commercial automotive workshops (for cars, commercial vehicles and motorcycles) in France, Poland, Portugal, Spain and the United Kingdom (the “Participants”). The Programme is only aimed at businesses, not consumers or individuals within the businesses. Each Participant will, therefore, be a workshop rather than an individual within such business, even where such a business is not operated through a corporate entity. ZF Aftermarket reserves the right to amend this list of countries as further set out in Section 2.1.1 of these Programme Terms at any time as it sees fit.

2.1.2 Within the scope of the Programme, only the officially registered owner of the Participant may act in the name of and on behalf of the Participant. If the person acting in the name of and on behalf of the Participant is not the officially registered owner, this person must, at the request of ZF Aftermarket, provide written proof of his or her authorisation to act in the name and on behalf of the owner of the Participant and only according to its instructions. Employees and non-company staff of ZF Aftermarket and of other sponsors, are excluded from participating in the Programme.

2.1.3 Both the owner of the Participant and any person acting in the name and on behalf of the Participant must be at least 18 years of age.

2.2 Registration

2.2.1. Registration for the Programme takes place via the ZF [pro]Points Loyalty Programme website at www.zf-propoints.com. An account (" ZF [pro]Points Account ") can be opened on the Programme website by clicking on “Register” and by following the further account set-up instructions. A valid business e-mail address must be provided in order to open a ZF [pro]Points Account.

2.2.2. The authorised account holder of the e-mail address provided at registration represents the Participant as the contact person. Each Participant may only open one ZF [pro]Points Account

2.2.3. The participation in the Programme commences upon registration and after ZF Aftermarket has activated the ZF [pro]Points Account. ZF Aftermarket may reject any registration without giving reasons.

2.3 Password

2.3.1. When opening the account, each Participant must choose a password for personal identification. The password is required to access (e.g. for ordering Rewards or checking the online ZF [pro]Points Account balance). To avoid misuse, the Participant must ensure that the password is not disclosed to any unauthorised third parties.

2.3.2. The Participant will notify ZF Aftermarket at once by mail to the following address: Info@zf-propoints.com if there is any suspicion of misuse of the password or the ZF [pro]Points Account.

2.3.3. ZF Aftermarket is not liable for any losses which arise from the culpable failure to notify ZF Aftermarket or do so in a timely manner. ZF Aftermarket can only be held liable in accordance with Section 3.12 of these Programme Terms.

3.1 Collecting Points

The following applies for Participants in Poland, Portugal, Spain, France and Great Britain:

The Participants collect labels or other parts of the packaging of ZF Aftermarket products which are authorized for premiums (you can find the authorized products for premiums at www.zf-propoints.com), which the Participants send in by regular mail or in another manner determined by ZF Aftermarket.

3.2 Classification of points and viewing the account

3.2.1. Points are personally allocated to an individual ZF [pro]Points Account and cannot be transferred or cash disbursed. Points from more than one ZF [pro]Points Account may not be combined and redeemed against the same Reward.

3.2.2. Information regarding the ZF [pro]Points Account can be accessed at any time at www.zf-propoints.com.

3.3 Redemption of Points

Points may be redeemed against selected products as soon as the ZF [pro]Points Account has reached the required amount of Points for the Reward concerned. Points have no cash value and cannot be redeemed for credit. Once a Reward is redeemed, it cannot be exchanged against another Reward.

3.4 Rewards

3.4.1. The Rewards are listed on www.zf-propoints.com. All Rewards are subject to availability (which may vary depending on date and destination). More information concerning the availability of Rewards can be found on our website. If a Reward is no longer available, ZF Aftermarket reserves the right to exchange a Reward with a product of equal or higher value.

3.4.2. Each Reward has a specific value in Points (the “Product Point Value”) depending on the product type. The latest Product Point Values can be found at www.zf-propoints.com. ZF Aftermarket reserves the right to alter the number of Points allocated to specific Rewards during the Programme at any time with effect to all orders of Rewards not issued at the time of the change. This does not affect the number of Points already collected at the time of alteration.

3.5 Validity of Points

3.5.1. The Points expire at the end of the calendar year following the year in which the Points have been credited to the account of the Participant. Points will also be lost if the relevant ZF [pro]Points Account is closed by the Participant.

3.5.2. In case the Programme ends or is no longer offered in a certain country or is terminated by ZF Aftermarket in accordance with Section 3.9 of the Programme Terms ("Termination "), Points can be redeemed only for a further period of three (3) months. The Points then expire

3.6 Transactions

3.6.1. All transactions and the delivery of all Rewards are governed by the applicable legal provisions and by the present Programme Terms (see Section 1).

3.6.2. Points can first be redeemed when they have been credited by ZF Aftermarket to a ZF [pro]Points Account. ZF Aftermarket will use its efforts so that the points are credited within sixty (60) days after the end of the month in which the labels or other parts of the packaging were received by ZF Aftermarket as set forth under Section 1 of these Programme Terms.

3.6.3. When a Reward is requested, the corresponding number of Points will be deducted from the Participant’s ZF [pro]Points Account. Redeemed Points cannot be reused.

3.6.4. If a transaction for which Points are awarded or redeemed is cancelled, rescinded or not completed, ZF Aftermarket will reverse the credit of Points associated with such a transaction. Rewards may be refused or cancelled in circumstances where insufficient Points are available or where fraud or misconduct is suspected.

3.7 Taxes, Surcharges and Deductions

Any taxes, surcharges or deductions associated with the issue, use or receipt of a Reward under this Programme must be borne by the Participant.

3.8. Misuse of Points and Breach of Programme Rules

3.8.1. Points can only be earned, held, transferred or redeemed in accordance with the Programme Rules set out in this Section 3. Any other use, allocation, sale, exchange or transfer of Points or attempt to do so will be regarded as a misuse (“Misuse”) constituting a serious breach of these Programme Rules.

3.8.2. Any Points not collected and held in compliance with these Programme Rules are invalid and cannot be redeemed for Rewards. Any such Points will be deducted from the ZF [pro]Points Account. If these Points have already been redeemed, ZF Aftermarket will demand return of the corresponding Rewards or the monetary value if the Rewards cannot be returned.

3.8.3. ZF Aftermarket or any third party authorised by ZF Aftermarket reserves the right in any case of Misuse caused by a fault of the Participant to refuse to issue any Reward. Any further statutory or contractual rights of ZF Aftermarket remain unaffected.

3.9. Termination, Suspension and Exclusion from the Programme

3.9.1. Termination

3.9.1.1. Participants may close their ZF [pro]Points Account at any time by notifying ZF Aftermarket by written notice or any other manner which ZF Aftermarket provides for the termination of the ZF [pro]Points Account at www.zf-propoints.com. In this event, the points which are still in the Participant's account are forfeited.

3.9.1.2. ZF Aftermarket may terminate the participation of the Participant in this Programme with four (4) weeks prior written notice if (i) it decides to change the Programme or no longer offer the Programme as such in general or in the country the Participant is located or (ii) in case ZF Aftermarket exercises its right to amend the list of countries in Section 2.1.1 of these Programme Terms or (iii) in case a situation occurs as set out in Section 3.9.2 of these Programme Terms. This does not affect ZF Aftermarket’s right to terminate the participation for good cause without notice. A good cause exists in particular in the following events:

(i) in all instances of misuse under Clause 3.8 of these Programme Terms; (ii) if the Participant provides false information or information which is not exact; (iii) in the case of misconduct towards ZF Aftermarket; or (iv) in the case of other serious violations by the Participant of these Programme Terms.

3.9.2. Suspension

ZF Aftermarket may close down any ZF [pro]Points Account in respect of which no log-in has taken place or no Points have been collected or redeemed for a continuous period of at least twelve (12) months in the case of accounts for repair and service shops and twenty-four (24) months in the case of accounts for dealers.

3.9.3. Exclusion from the Programme

ZF Aftermarket can reject registrations without stating the reasons, above all if ZF Aftermarket has already terminated a contract with a Participant for good cause in the past.

3.10. Programme Changes

3.10.1. ZF Aftermarket reserves the right to supplement or amend the present Programme Rules, the Rewards, the Product Point Value or any other procedures associated with the Programme with effect for the future at any time if it deems such changes necessary (“Programme Changes”). ZF Aftermarket will publish any Programme Changes on its websites at www.zf-propoints.com. By collecting and redeeming Points in a ZF [pro]Points Account after such notification, the Participant expresses its acceptance of any Programme Changes. Participants will be notified by email of any material Programme Change.

3.10.2. If a Participant rejects the Programme Changes, its participation in this Programme may be duly terminated according to Section 3.9 of the Programme Terms.

3.10.3. ZF Aftermarket may transfer all rights and obligations under this Programme to any third party upon written notice in case the Programme is sold or otherwise transferred by ZF Aftermarket to that third party.

3.11. Delivery, Shipping and Returns

3.11.1. ZF Aftermarket take all reasonable efforts for Rewards to be shipped within four (4) weeks after redemption. Any dates quoted for delivery are approximate only. ZF Aftermarket reserves the right to substitute a Reward where we are unable to supply the Reward requested. In such a case, ZF Aftermarket will contact and inform the Participant accordingly and ask the Participant to request another Reward which is available according to Section 3.4 of these Programme Terms. Once the Reward has been delivered, responsibility for the Reward passes to the Participant, and the Participant will subsequently be liable for any incurred loss or damage.

3.11.2. If any Reward is defective in any way, or if the wrong item is delivered, in the first instance please, contact the ZF Aftermarket Customer Service Centre at Info@zf-propoints.com. The ZF Aftermarket Customer Service Centre will discuss the matter with you and will advise you of the appropriate course of action, depending on the nature of the Reward in question. This may involve collecting the Reward from you or they may direct you to a collection point at which you can return the Reward.

3.12. Warranty, Guarantee and Liability

3.12.1. Warranty claims against ZF Aftermarket in respect of Rewards are subject to the applicable statutory warranty provisions, but such claims are time-barred 12 months the risk has passed.

3.12.2. ZF Aftermarket does not give any express or implied guarantee for the Rewards. Such guarantees may only be given by the manufacturers of the Rewards granted under the Programme.

3.12.3. ZF Aftermarket is liable for damages as follows:

3.12.3.1. Except in the case of violation of main contractual duties, ZF Aftermarket is only liable if ZF Aftermarket, its legal representatives, senior employees or agents for purposes of performance have engaged in intentional or grossly negligent misconduct. Aside from this, ZF Aftermarket is only liable in the case of a violation of main contractual duties, i.e. duties, the compliance of which is of particular importance for the performance of this Agreement, and without compliance with which the achievement of the purpose of this Agreement would be endangered (primary duties – "Kardinalpflichten").

3.12.3.2. Except in the case of intentional or grossly negligent misconduct by the legal representatives, senior employees or agents for purposes of performance of ZF Aftermarket, the liability of ZF Aftermarket is limited to the damages which are typically foreseeable upon conclusion of these terms and conditions of the program. The above mentioned exclusions and limits on liability do not apply for damages resulting from injury to life, physical integrity or health, lack or loss of a guaranteed feature or non-compliance with a guarantee or damages resulting under mandatory provisions in the law, such as the German Product Liability Act [Produkthaftungsgesetz].

3.13. Data Protection

Data collected, including any personal data obtained through use of and participation in the Programme, are maintained in accordance with ZF Aftermarket’s Privacy Policy which may be accessed here . The Data Protection Statement should be read carefully by every Participant. If it is necessary for any reason to transfer personal data outside the EU/EEA for a specific purpose, we will ensure that these data are handled in accordance with the respective applicable European data protection laws.

3.14. Applicable law and Jurisdiction

These Programme Terms are subject to the law of the Federal Republic of Germany, excluding the UN Convention on the International Sale of Goods (CISG) and German rules on conflict of laws (Internationales Privatrecht). Exclusive jurisdiction for all disputes under or in connection with these Programme Terms, including any expansion or supplement to these Programme Terms, as well as individual transactions in connection with this Programme Terms is in Frankfurt am Main.

3.15. Severability

If any provision of these Programme Terms is or becomes invalid or unenforceable, the validity of the rest of these Programme Terms will not be affected by this. The Parties will use their efforts to replace the invalid or unenforceable provision by a valid and enforceable provision which comes economically as close as possible to the invalid or unenforceable provision. This also applies in the case of a gap in the provisions.