General Terms and Conditions - Interpneu Handelsgesellschaft mbH

  • 1. Scope
    1.1. Interpneu (hereinafter also referred to as "we" or "us") is a wholesaler which enters contracts with other enterprises. Clients are required to prove that they are enterprises. These General Terms and Conditions (or GTC) and only these underlie all legal relationships between us and our clients; we do not recognise other general terms and conditions, such as those of our clients. Our General Terms and Conditions shall also apply when we execute or accept orders from clients whose terms and conditions are, to our awareness, different or even contradictory to ours. The GTC which we publish online, which may contain additional provisions, shall apply to any transactions executed on the Internet (whereby the entire contract is concluded online using the client's online account).
    1.2. Legal regulations shall apply to any gaps in the terms and conditions listed below.
    2. Conclusion and content of contracts
    2.1. The presentation of our product range in a printed or digital sales brochure or catalogue, or in any other electronic format, such as on our website, shall not represent a binding offer; rather, it is an invitation for clients to request an offer. Clients shall be deemed to have submitted an offer when they place an order with us in writing, by e-mail or in any other digital format, or by facsimile, or verbally or by telephone. This shall be considered accepted when we send an order confirmation or despatch the ordered merchandise. If we should not accept a client's order, we shall inform them of such promptly.
    2.2. The descriptions, drawings and illustrations found in our catalogues, price lists and other advertising materials, including those in digital format and on our website, only give a general idea of the merchandise described therein. They do not represent a guarantee or assurance of specific properties or characteristics of the merchandise unless we have expressly confirmed such in writing in the order confirmation.
    2.3. All minor, immaterial deviations to the characteristics confirmed in writing are deemed approved, provided that they are reasonable for the client.
    2.4. The technical and/or statutory requirements for the operation or other usage of our products in compliance with the contract (e.g. trade mark admissibility) in a specific location are not within the scope of the contract unless the responsibility for such requirements being met has been expressly agreed between the parties (§ 126, 126 a German Civil Code or BGB). Excluding the technical requirements, this shall not apply if the location where the product is used is the location where it was purchased and we originally held the usage rights (e.g. trade mark rights).
    2.5. Conclusion of the contract is subject to proper and timely delivery by our own suppliers. This reservation shall only apply to products for which we have a just-in-time delivery arrangement established with the supplier and we are not responsible for any incorrect or non-delivery of the goods. We shall promptly inform clients of any delivery delays or non-delivery and promplty reimburse these clients for any payments already made.
    2.6. For the sake of proof, we must confirm all side agreements, amendments and modifications to this contract in writing. This provision also applies to any change in the previous sentence. Consequently, the written agreement is substantiation for the presumption that it represents the entirety of the contractual understanding between the parties.
    3. Prices and payment terms
    3.1. Our invoices are due in full immediately upon receipt of the goods, including partial deliveries, by the client. Clients may grant us a SEPA Direct Debit (SDD) mandate using either the Core Scheme or the Business-to-Business Scheme (SDD B2B). In this case, the funds will be withdrawn when the invoices are due. The pre-notification deadline shall be shortened to three (3) days. Clients shall ensure that there are enough funds on their account to cover the invoice amounts. All costs incurred due to rejection of the withdrawal order or charge-back fees shall be charged to the client, provided that we are not responsible for the rejection or charge-back.
    3.2. If we have agreed to debit the client directly using the SDD Core Scheme mandate, the client is entitled to a statutory revocation period of no longer than eight (8) weeks, provided the legal requirements are met. If we should have agreed to the SDD B2B mandate, the client has no revocation period following the direct debit. We are entitled, without justification, to demand an upfront payment for individual clients and/or contracts. We are not obligated to accept checks or bills of exchange and if we do so, they will only be accepted as conditional payment.
    3.3. Unless stated otherwise, prices are ex warehouse and do not include the costs of packaging, transport, loading and unloading, installation etc.
    3.4. We shall charge clients the statutory default rates for late payment. We expressly reserve our rights to charge a higher amount for late payment and/or payment default. In the latter cases, it is the duty of the client to prove lesser damages. It shall be agreed that, starting with the third reminder, we shall charge the client dunning fees for each default warning letter according to the following schedule: € 2.50 gross dunning fee for default amounts of € 50 or more; € 5 for amounts of € 250 or more; € 10 for amounts of € 500 or more. The right to charge clients the statutory lump-sum default fees remains unaffected.
    3.5. The charging of default fees does not entitle clients to offset such charges against the invoice amount nor does it grant them the right of retention, unless such counter-claims are expressly recognised or so adjudicated in a court of law.
    3.6. Clients are obligated to submit objections to our invoice accounting in writing within three (3) weeks after receipt of the invoice (§ 126 and § 126 a German Civil Code or BGB). Objections shall be deemed to have been submitted in time if their postmark indicates they were sent within the objection period. If clients do not submit objections within this period, the invoice shall be deemed approved. If an obvious error comes to light after this period, particularly calculation errors, both the client and we are entitled to demand a correction.
    4. Delivery, transfer of risk
    4.1. Any confirmation of delivery dates is non-binding. Exceptions to this provision require our express written confirmation.
    4.2. Initiation and compliance with any such deadline as stipulated in no. 4.1 requires that the client has fulfilled any substantial and necessary duties of cooperation (providing necessary permits, technical documentation etc.) required to fulfil said delivery obligation. If the client should delay in meeting these duties, the delivery period shall be prolonged accordingly and appropriately.
    4.3. Interpneu shall be deemed in compliance with a delivery deadline when the complete delivery or allowable partial delivery has been despatched by the agreed deadline for delivery and performance such that, barring unforeseen circumstances, arrival of the goods can be anticipated in the normal time required for shipping. If arrival of the goods should be delayed for reasons owing to the client, our notification of despatch by the deadline shall indicate our compliance.
    4.4. If non-compliance with the deadline for delivery or performance should demonstrably be due to mobilisation, war, rioting, a strike, a lockout or any other event over which we have no control, the deadline shall be prolonged as appropriate. We will endeavour to inform the client of the start and projected end of these circumstances as soon as possible. The client's statutory rights to rescind the contract due to unacceptable delay remain unaffected.
    4.5. We are entitled to make partial delivery of ordered goods or partial performance of ordered services (such as those in the form of services or contracts for work and labour, hereinafter referred to as "Other Services"), provided that this is reasonable for the client.
    4.6. We shall inform the client when the Other Services performed are complete. The client is then obligated to immediately accept said work, provided and to the extent that the services comply with the contract and acceptance is stipulated by law.
    5. Liability for defects
    5.1. The client is obligated to report any obvious defects to us promptly in writing, no later than two (2) weeks after receipt of the goods or services. We are then entitled to review the alleged defects at the client's cost.
    5.2. At our request, the client shall send the defective goods back to us. We are not obligated to take the goods back. We are entitled to specify how the goods should be packaged and protected to safeguard our economic interests. In general, the goods must be returned in the same manner of packaging and protection as they were originally sent. The client bears the costs of return shipping.
    5.3. If correcting the defect should be disproportionately costly, we have the right to rescind the contract. Depending on the manner of supplementary performance (purchase costs for subsequent delivery or production costs for us to perform our part of the service), the costs for supplementary performance (subsequent delivery or improvement) shall be deemed disproportionate if they exceed the value of the goods by more than 25%.
    5.4. In the event of subsequent performance, the client shall grant us an appropriate deadline for subsequent performance of no less than fourteen (14) days.
    5.5. The parties to the contract agree that we shall maintain or take ownership of all parts we have replaced, be they defective parts or parts which contributed to the defect. Pursuant to § 439 IV and § 635 IV German Civil Code (BGB), defective goods shall be returned to us in the manner we specify and at our cost after delivery of non-defective replacement goods.
    5.6. If the client brings the goods for subsequent performance to the place of fulfilment, any additional costs incurred for such transport shall be borne by the client. The statutory requirements for effective demands for subsequent performance, particularly the duties of the client to offer these at the proper location, remain unaffected.
    5.7. All costs of subsequent performance due to a client's unjustified claim of defect shall be borne by the client.
  • 5.8. In the event that we choose to recall any goods sold because they prove to have defects impairing vehicle safety or they do not comply with statutory requirements, we shall reimburse the client's purchase price for each recalled tyre, rim or wheel already installed on the client's vehicles, less an amount equivalent to the worn tread depth.
    5.9. The statute of limitations for clients to claim defective goods is one year after receipt of our goods. This does not apply to claims for damages resulting from defects, as stipulated in no. 6.1 sentence 1 and/or sentence 2 of these General Terms and Conditions.
    5.10. This warranty does not apply to used or retread goods, nor does it apply to second-rate goods. This does not apply to claims for damages resulting from defects, as stipulated in no. 6.1 sentence 1 and/or sentence 2 of these General Terms and Conditions.
    6. Disclaimers
    6.1. In contrast to the other liability-related provisions in this GTC, we are liable for damages if we are culpable for injury to life, limb or health, and for damages caused by the intentional act or gross negligence of us, our legal successors or employees. If we should provide a guarantee in writing that goods have specific properties, that we can procure certain goods, or if we have undertaken any other guarantees or claims under the German Product Liability Act, we are then liable for damages for which we are culpable. If we are culpable for slight negligence, that is, the breach of material contractual duties (so-called cardinal duties), we are liable for damages up to a limit of foreseeable damages typical of such contracts and normally which do not exceed the purchase price of the ordered goods.
    6.2. We have no other liability.
    6.3. No warranties on our side are valid unless they are in writing. Other general notes, comments and/or other statements about products, their usage options or their properties never constitute a warranty. Such statements shall be deemed general, non-binding product statements (cf. no. 2.4 above). If clients have a special interest in receiving confirmation of such statements, they must negotiate this with us in a separate, written contract (§ 126 and § 126 a German Civil Code or BGB). This is particularly valid for the use of the product in specific vehicles and vehicle types, in specific environmental conditions and legal restrictions on use. The provisions above apply to all claims for damages, regardless of the legal basis, particularly for liability for unauthorised handling.
    7. Retention of title, contractor's lien
    7.1. All delivered goods are subject to retention of title. Ownership of the delivered goods does not pass to the client until the client's order has been paid in full. When the client has multiple orders open, title does not pass until all such orders have been paid.
    7.2. All processing or changes to the purchased goods by the client are done on our behalf until the full purchase price has been paid. If the purchased goods are processed or combined with other objects not belonging to us (such that the purchased goods cannot be separated again without impairing their usefulness), we become co-owners of the new object at a ratio of the value of the purchased goods (invoice amount plus value added tax) to the value of the other processed objects at the time of processing. If the purchased goods are combined by the client with other objects not belonging to us in such a way they they are thereafter inseparable, we become co-owners of the new object at a ratio of the value of the purchased goods (invoice amount plus value added tax) to the value of the other combined objects at the time of combining. If the combination is done in a manner in which the client's item is deemed the primary component, then the client transfers proportional ownership to us as agreed. The client safeguards the resulting sole ownership or co-ownership on our behalf.
    7.3. Clients are entitled to resell the ordered goods within the scope of ordinary business procedures. They assign to us all claims against the buyer as a result of the resale to the full amount as collateral for their purchase price claim to us. If third parties are also co-owners of the resulting merchandise, clients assign the senior portion of the accounts receivable to us. Clients are authorised to collect the accounts receivable in our name; we are entitled to revoke this authorisation at any time. After revoking said authorisation, we are entitled to approach the clients' buyers directly and collect the accounts receivable ourselves. Clients are obligated to inform us of the resale and to share all buyer information with us.
    7.4. The collateral shall be used if the direct debit withdrawal (7.3) is countermanded (discretionary revocation). There will always be a right of revocation when clients default on the payment of their invoices and we have informed the client of this fact in writing by facsimile, e-mail or post.
    7.5. If the value of the goods to which we retain title or the accounts receivables the client assigns to us should exceed our claims against the client by more than 20%, we will release the collateral at our discretion upon the client's request.
    7.6. As long as clients are in default of payment, they shall only be entitled to use the goods left in their care with our express permission, provided that we retain the title to said goods. Clients shall keep such goods separate and safeguarded on their premises until such time as they receive from us notification by e-mail, facsimile or other form with respect to revocation of their authorisation to use the goods.
    8. Data processing, export authorisation
    We will store and use clients' personal information (company name, address, responsible employees, type and scope of their orders etc.) for the purposes of executing the terms of the contract. Our detailed data protection terms are available at our business premises or clients can download them from our website at www.interpneu.de or request them by post or by e-mail at one of the following e-mail agb(at)interpneu.de or datenschutz(at)ip.de.
    8.1. Export of our products may be subject to permit under German or foreign statute depending, for example, on the type of product or its use or purpose. We are not obligated to provide information or declarations in this respect. Clients are required to obtain any permits and/or licences needed for the export of our products. Should the export of our products violate any applicable export laws, we are not obligated to fulfil the contract.
    8.2. Clients shall expressly indemnify us from paying any and all damages resulting from the violation of industrial property rights at the destination of our exported goods. This includes the costs of solicitors, court costs, and out-of-court costs incurred to legally defend ourselves adequately against such claims.
    8.3. For the purposes of the credit check, clients authorise us to share their personal information collected from the business relationship with, and obtain information about the client from, the credit reference agencies listed below before conclusion of the contract (one-time request) and during the term of a long-term contract (ongoing requests during the term of the contract). Clients agree that we will report information related to the business relationship to the credit reference agencies, for example, delays in paying invoices due, the start of foreclosure proceedings and, in particular, should we block the client from any further deliveries. This information may only be reported once the interests of the client have been weighed and the reporting is found to be appropriate.

    Credit reference agencies store such information so that they may evaluate the creditworthiness of the clients of the businesses that consult them. Credit reference agencies may share address information with the companies they have a contractual relationship with for the purposes of finding debtors. Credit reference agencies provide this information to their contractual partners as long as they credibly demonstrate a justified interest in receiving such information. The shared information will exclusively be processed and used for this propose. Clients are entitled to contact credit reference agencies to determine what information about them such agencies have on file.

    The credit reference agencies we consult may be contacted at the following addresses:

    Creditreform Karlsruhe, Postfach 21 10 63, 76160 Karlsruhe, http://www.karlsruhe.creditreform.de
    Bürgel Wirtschaftsinformationen Ringwald e.K., Greschbachstr. 3, 76229 Karlsruhe, http://www.buergel-suedwest.de
    D&B Deutschland GmbH, Havelstrasse 9, 64295 Darmstadt, http://www.dnbgermany.de

    If clients have any questions about data protection, they may contact our representative, Mr Ralf Brauer, at our mailing address or by e-mail at datenschutz(at)ip.com.
    9. Place of fulfilment, jurisdiction, applicable laws
    9.1. Legal disputes arising from or in connection with this contract shall be subject to the laws of the Federal Republic of Germany, with the exception of statutes referring to other legal systems. Application of the UN Convention on the International Sale of Goods is excluded.
    9.2. If the client is a merchant, a legal entity under public law or a special fund under public law, or if the client does not have a permanent residence in Germany, the jurisdiction for legal disputes arising from or in connection with this contract shall be Karlsruhe exclusively.
    9.3. If any provision in these General Terms and Conditions should be or become invalid, unenforceable or void, in part or in whole, the other provisions shall remain valid. The invalid provision shall be replaced by one that meets the intended business purpose of the parties.


    Version: 02/09/2014