1. Area of application
1.1. Interpneu (hereinafter referred to as "we" or "us") is a wholesaler that enters into contracts with companies. The customer must provide suitable proof that he is a company. The legal relationships between us and the customer are solely on the basis of the General Terms and Conditions of Business (also T&CB) given here; and general terms and conditions of business of a company acting as a customer that differ from ours will not be recognized by us. Our General Terms and Conditions of Business shall apply even if we execute or accept orders while being aware of contradictory terms and conditions of the customer or ones that differ from our own General Terms and Conditions of Business. If they include these additional terms and conditions, the T&CB that we have published in the Internet shall be valid for the completion of an Internet transaction (the complete completion of the contract is handled over the Internet and the customer account that is maintained there).
1.2. In general the legal regulations shall apply in addition to the following stipulations if loopholes that require regulation arise in the application of these stipulations.
2. Conclusion and contents of the contract
2.1. The illustration of our range of goods in a sales brochure or catalogue,also in electronic /digital sales brochures or catalogues or in any other electronic form, such as via our Internet Webpages,does not represent a binding sales offer but is instead an invitation to the customer to enter into a sales contact on his part. The customer makes this offer to enter into a contact when the customer places an order to us in writing, by e-mail or in other electronic form or by fax, or if he places an order verbally or over the telephone. We accept this by sending an order confirmation or by shipping the goods that had been ordered. If we do not accept an offer from the customer, we shall notify the customer of this immediately.
2.2. The description, diagrams and illustrations, etc. that are reproduced in our catalogues, price lists or other advertising materials, also electronically or via our Internet Webpages, only convey a general impression of the goods described therein. They do not represent a promise of guarantee or warranty for properties or indications of quality of the goods unless we explicitly confirm them in writing in the course of an order confirmation.
2.3. Minor or insignificant deviations from the indications of quality that had been confirmed in writing shall be regarded as approved as long as they are reasonable for the customer.
2.4. The technical and/or legal preconditions for the operation or other form of use of our products in conformity with the contract (e.g. admissibility in accordance with trademark regulations at the relevant place of use, is not part of the contents of this contract if the warranting for the existence of this matter between the parties has not been explicitly agreed in writing (Articles 126 and 126 a of the German BGB [Civil Code]). This shall not apply with the exception of the relevant technical preconditions if the place of use corresponds to the place of purchase and we hold the original rights for usage (e.g. trademark rights).
2.5. The conclusion of the contract shall depend on correct and punctual supply to ourselves. This proviso shall only apply in the event that we have concluded a congruent cover transaction with the supplier and are not responsible for any incorrect delivery or non-delivery. We will inform the customer immediately of any delays in delivery or a non-delivery that may arise and immediately reimburse any compensatory measures that had already been undertaken by the customer.
2.6. Ancillary provisions, additions and changes to the contact require our written confirmation for purposes of verification. This requirement for the written form also applies to the lifting of the requirement for the standard written form. To this extent the agreement made in writing justifies the assumption that the agreement represents an exhaustive ruling between the parties to this contract.
3. Prices, terms and conditions of payment
3.1. Our invoices are to be paid at once - also for partial deliveries - in the amount due as of receipt by the customer and without any deductions. The buyer can grant us a SEPA basic mandate or a SEPAAGB company mandate. The direct debit will be made when payment is due. The period of notice for the pre-notification has been reduced to 3 (three) days. The customer shall warrant that he has sufficient funds in his account. Costs arising from the failure to honour the direct debit or a back posting shall be at the cost of the buyer provided that the failure to honour the direct debit or a back posting was not caused by us.
3.2. If the SEPA basic direct debiting procedure had been agreed upon with the customer, then the customer has available the legal time limit for countermanding the order, this being a maximum of 8 (eight) weeks,, given the usual legal preconditions. If a SEPA company direct debiting procedure has been agreed upon with the customer, then the customer is not granted a time limit for countermanding the order once the payment has been deducted from his account. We can require agreement for payment in advance for individual buyers and contracts without specifying the reasons. We are not obliged to accept cheques or bills of exchange, and if we do accept them, this is only done on account of performance.
3.3. Unless anything is specified to the contrary, the prices shall not include packing, packaging, transport, loading and unloading, mounting, etc.; they are to be regarded as being made ex warehouse from our relevant supply warehouse.
3.4. If the customer is late in payment, then we shall charge the legal rate of interest on arrears. We explicitly reserve the right to charge higher damages due to default and/or delay. In the above-mentioned case the customer is at liberty to provide proof that the damage was actually less. It can be taken as agreed that from the time of the third dunning notice that we can charge the customer dunning costs in the amount of 2.50 € with respect to an amount of more than 50 € gross that is due for payment and for which dunning notices have been served, dunning costs in the amount of 5 € with respect to an amount of more than 250 € gross, and 10 € with respect to an amount of more than 500 € gross per dunning letter. The right to request the legally stipulated lump sum costs from the customer shall remain unaffected by this.
3.5. The customer may not offset against our claims for payment nor exercise any rights of retention unless the counter-claims have been explicitly recognised by us or are legally binding.
3.6. The customer must make any objections to our billing in writing within three weeks of receipt of our invoice )Articles 126 and 126 a of the German BGB Civil Code]). It is adequate for the purposes of complying with this period that the notification is sent in good time, which must be capable of being verified in the event of a dispute. If the customer does not lodge an objection within the set period, then the invoice is to be regarded as approved. If an obvious inaccuracy is subsequently found, and in particular concerning the figures or calculations, then both we and the customer can request that the error is corrected.
4. Delivery, transfer of risk
4.1. Confirmations of delivery dates are subject to change without notice. Anything differing from this is only valid if we have explicitly confirmed it in writing.
4.2. The beginning of and compliance with such a period of notice (item 4.1) presupposes that the customer has fulfilled any obligations to cooperate (provision of the required permits, technical documents, etc.) that are significant and important for the proper fulfilment of the obligation to deliver. If the customer falls into default with his obligations, then the delivery period shall be extended correspondingly and to a reasonable extent.
4.3. A delivery due date shall be regarded as having been complied with if the complete delivery or permissible partial delivery has been made as a shipment within the agreed delivery or performance period so that under normal conditions it can be assumed that a delivery will be made in the normal course of shipping. If the delivery is delayed for reasons for which the customer is responsible, then the delivery period has been complied with through our notification of readiness to ship.
4.4. If the failure to comply with the due date for deliveries or performance is demonstrably due to military mobilisation, war, civil commotion, strike, lockout or other events that is beyond our control, then the due date shall be extended by a reasonable amount. We shall notify you at the earliest possible opportunity of the beginning and probable end of these circumstances. The legal regulations concerning withdrawal due to unacceptability for the customer shall remain unaffected.
4.5. The ordered goods and the "other services" specified in the order (e.g. in the form of services or contacts for work and services, hereinafter referred to as "other services"), we are permitted to provide partial services or partial deliveries as long as that is acceptable to the customer.
4.6. We inform the customer about the completion of the completion of the other services that were carried out. The customer is then immediately obligated to acceptance if and to the extent that the services had been provided in accordance with the contract and an acceptance is stipulated by law.
5. Liability for defects
5.1. The customer is required to report the occurrence of an obvious defect to us immediately and in writing, but in any case within no longer than two weeks. We are then entitled to check the asserted defect at the cost of the customer.
5.2. The defective goods are to be sent back to us at our request. We are not obliged to take them back. The type of packing and the combining of the goods can be specified by us with due regard for cost considerations. The goods are to be sent back as a rule a type of packing and the combination of the goods that corresponds to the original shipment to the customer. The customer shall bear the costs of the return shipment.
5.3. If we would incur disproportionately high costs for the making good of the defect, then we reserve the right to withdraw from the contract. Disproportionately high costs for the making good of the defect (new delivery or rectification of defects) apply if the costs for the chosen type of supplementary performance exceeds the commercial value of the product by more than 25% regarding procurance of the product (purchase costs in the case of a pure delivery or for our own services the production and procurement costs of the service portion).
5.4. An appropriate period of not less than 14 days is to be granted for the rectification of defects in the event of supplementary performance.
5.5. The parties to this contract hereby agree that any defective parts that are replaced in the course of a rectification of defects or the part(s) causing the defectiveness are in each case to remain our property or to become our property. The defective goods are to be sent back to us after the delivery of the goods that are free from defects, at our request, by a method of return shipping that we will specify (Article 438 IV of the German BGB [Civil Code]. Article 635 IV of the German BGB).
5.6. If the customer has transported the goods from the place of fulfilment, any resulting additional costs for the rectification of the defects are to be borne by the customer. The legal preconditions for a valid claim to rectification of defects,and in particular the obligation of the customer to offer these at the correct location, shall remain unaffected.
5.7. All the costs for a rectification of defects due to a defect enforced by the customer in an unjustified way shall be borne by the customer.
5.8. For the case that we decide on a recall of the goods that we have sold because the goods exhibit a defect that place vehicle safety at risk or infringe against major legal stipulations, then we shall in all cases in which we take back from our customers an already mounted object of the contract that is affected by the recall provide as a replacement for the tyre, wheel or mounted wheel that is taken back the purchase price that had been paid with due regard for the remaining depth of tread left at the time of the exchange.
5.9. Any claims against us by a customer due to a defect shall expire within a period of one year from delivery of the goods. This does not apply if and to the extent that claims for compensatory damages in accordance with item 6.1, clause 1 and/or clause 2 of these General Terms and Conditions of Business shall apply due to a defect;
5.10. The warranty is excluded for used and retreaded or second-hand goods. This does not apply if and to the extent that claims for compensatory damages in accordance with item 6.1, clause 1 and/or clause 2 of these General Terms and Conditions of Business shall apply due to a defect;
6. Exclusion of liability
6.1. Differing from the other rulings in these General Terms and Conditions of Business concerning liability, we are liable for compensatory damages in the event of damage to life and limb and health caused culpably, for damage that had been done maliciously or due to gross negligence by ourselves, our legal representatives or our vicarious agents. If we have given a written warranty for a special property of the goods, the ability to procure it or have assumed a warranty of some other kind, or if claims are made in accordance with the German Product Liability Law, then we are liable for any damage caused culpably. In the event of minor negligence involving infringement of major contractual obligations (so-called cardinal obligations), our liability is limited to the typical type of damage that could be envisaged under this contract and which as a rule does not exceed the purchase price of the goods that had been ordered.
6.2. We have no further liability beyond the above.
6.3. A warranty on our part only applies if we had declared it in writing. Other general information, comments and/or statements concerning the product, its possible forms of use or its properties fundamentally do not represent any form of warranty. They are to be regarded as general and non-binding product statements (see item 2.4 above). If the customer has a particular interest in a confirmation, then he must agree with us on that separately and in writing (Article 126, 126 a of the German BGB [Civil Code]). This also applies in particular to the use of the product for certain vehicles and types of vehicles, environmental circumstances and legal restrictions on use. The above rulings shall find application in the event of any claims for compensatory damages, regardless of the legal reason by which they are being made, and in particular also for liability due to impermissible actions.
7. Retention of title, contractor's lien
7.1. All deliveries are subject to retention of title. Ownership of the delivered goods is only passed over to the customer upon full payment of the relevant order. This applies to a majority of orders in the event of payment of all open orders arising from a supply relationship.
7.2. The processing or modification of the purchased item by the customer are to be done up until full payment of the purchase price to us. If the purchase item is processed or associated with other objects that do not belong to us (so that a separation of the goods is not possible without adversely affecting its usability), we shall acquire joint ownership of the new object in the ratio of the value of the purchased item (invoiced amount, including Value Added Tax as applicable) to the other processed objects at the time of the processing. If the purchased item is inseparably mixed by the customer with other objects that do not belong to us, we shall acquire joint ownership of the new object in the ratio of the value of the purchased item (invoiced amount, including Value Added Tax as applicable) to the other mixed objects at the time of the mixing. If the mixing of the goods is done in a way that the item of the customer is to be seen as the main item, then it is to be taken as agreed that the customer transfers to us joint ownership on a prorated basis. The customer shall grant us the consequently arisen sole ownership or joint ownership.
7.3. The customer may resell the supplied goods, limited to sale in the course of normal business. He shall hereby assign to us for the event of resale all claims against the purchaser arising out of this and in the full amount as surety for the purchase price claim. If there are joint ownership portions belonging to third parties then the trader shall assign the first-ranking part of the claim to us. He is authorised to collect the claim in our name; this authorisation is freely revocable on both sides. We are entitled after the withdrawal to notify the customer of the trader of this assignment and the collect the claim ourselves. The trader is required to give us full information of the resale and the customer.
7.4. The surety given will be called in if the collection of the outstanding amount (7.3) is cancelled (free cancellation). A right to cancellation exists in any case if the customer is in default with the payment of his invoice and we have notified the customer of this by fax, e-mail or postal letter.
7.5. If the value of the goods that are affected by the retention of title or the assigned claims of the trader as a customer exceed our claims against him by more than 20%, then we shall as required release at our choice the surety exceeding this amount.
7.6. Any use of the goods passed on to the customer is, if the customer is in default with his payments,only permitted with our explicit approval insofar as the ownership is retained. The trader as customer is required to separate out and secure the goods at the latest at the time of a corresponding notification by us via e-mail, fax or in any other form concerning the cancellation of the authorisation to make use of the goods in his own operation.
8. Data processing, export approval
The personal data (company, address, responsible staff, type and scope of his orders, etc.) of the customer and his IP address for orders will be stored and used by us for the handling of transactions under the contract. Our detailed data privacy stipulations can be viewed at our business premises, but the customer can also call these up from the Internet under www.interpneu.de or obtain them by post or request them from e-mail address agb(at)interpneu.de or datenschutz(at)ip.de.
8.1. Depending on the type of product or its intended purpose, the export of the products can be subject to the requirement for approval on the basis of German or foreign law. We are not subject to any obligation regarding information or clarification. If products are intended for export, then the customer is required to obtain any permits and licenses that are necessary (see item 2.4 above). We are not obliged to fulfil the contact if this would lead to infringements of the relevant applicable export regulations.
8.2. The customer shall explicitly hold us harmless of all forms of damage through payment that arise through the export-related infringement of commercial trademarks and industrial property rights at the destination location. This includes the bearing of the costs for lawyers, courts and the relevant officials that are required for adequate legal defence against such claims being made against us.
8.3. The customer shall authorise us for the purpose of creditworthiness checking to pass on personal data of the customer arising from the business relationship to the commercial credit reporting agencies listed below before the conclusion of the contract (once-off information) and during the duration of an ongoing contract (ongoing information during the period of validity of the contract) and to obtain information on the customer. The customer hereby agrees that information in connection with the business relationship (e.g. falling into default with open claims, introduction of measures for sequestration) and in particular the blocking of the customer with regard to further deliveries is to be passed on to the commercial credit reporting agencies. A notification is only permissible if this is appropriate when considering the interests of the customer. The commercial credit reporting agencies store the data so as to be able to give to the companies associated with them information for the evaluation of the creditworthiness of the customers. Address data can be notified to companies that collect claims and are contractually linked to the commercial credit reporting agencies for the purpose of determining the debtor. The commercial credit reporting agencies make the data available to their contractual partners if the latter can convincingly show that they have a justified interest in the data transfer. The transferred data is processed and used solely for this purpose. The customer can obtain information from the commercial credit reporting agencies on the data concerning him.
The addresses of the commercial credit reporting agencies are:
Creditreform Karlsruhe, Postfach 21 10 63, 76160 Karlsruhe, www.karlsruhe.creditreform.de
Bürgel Wirtschaftsinformationen Ringwald e.K., Greschbachstr. 3, 76229 Karlsruhe, www.buergel-suedwest.de
D&B Deutschland GmbH, Havelstrasse 9, 64295 Darmstadt, www.dnbgermany.de
If there are any questions the customer can contact the data security officer Mr. Ralf Brauer of Interpneu Handelsgesellschaft mbH at our postal address or by e-mail to the following address of the company: datenschutz(at)ip.com.
9. Place of fulfilment, court of law, applicable law
9.1. In the event of legal disputes arising from or in connection with this contract German law shall apply exclusively with the exclusion of other legal provisions under other forms of legislation. The application of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Law) to international sales of goods is hereby excluded.
9.2. If the customer is a businessman, a legal entity under public law or a public corporation or if the customer does not have a permanent place of residence within Germany, then the court of law for all disputes arising from or in connection with this contract shall solely be Karlsruhe.
9.3. If one or more stipulations of these General terms and Conditions of Business are partially or wholly invalid legally or are unworkable or become so later, then the validity of the other stipulations as a whole shall not be affected. The invalid stipulation is to be replaced by one that comes the closest to the intended business purpose of the parties to the contract.
As of: 2.9.2014.