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General Terms & Conditions

General delivery terms (AGB) of Star Distribution GmbH, Otto-Lilienthal-Str. 5, 71034 Böblingen, in the following named as "STAR DISTRIBUTION":

I. Scope of contract

1. These General Supply and Service Terms and Conditions apply to all purchases that the buyer orders using the internet portal www.retailworld.mercedes-benz.com owned by the Star Distribution GmbH.

2. STAR DISTRIBUTION does not accept a buyer's deviating conditions or conditions to the contrary of these terms and conditions.

3. The acceptance of the goods delivered by STAR DISTRIBUTION are considered acceptance of these delivery terms and conditions.

4. Some of the regulations in these General Terms and Conditions (in the following referred to as 'terms and conditions') make the distinction between the buyer being a consumer or a trader. Some regulations apply exclusively to buyers who are consumers; other regulations apply exclusively to buyers who are traders or business people. Regulations that only apply to a specific group of buyers are expressly limited to either consumers or traders.

II. Conclusion of contract

1. The customer makes an offer to conclude a contract by submitting the filled in order form with regard to the goods detailed therein. The system records this order. The customer receives an automatic order confirmation generated by the system sent to the e-mail address that s/he entered. This confirmation is sent electronically and is considered as acceptance of the offer, unless STAR DISTRIBUTION revokes it within 24 hours on the basis of delivery capacity limits.

III. Delivery

1. In the case of all orders STAR DISTRIBUTION are entitled to partial deliveries within reason.

2. Delivery periods and dates are generally non-binding. The start of the delivery time limit and the adherence to delivery dates presupposes that the buyer has fulfilled his/her obligation to cooperate in an orderly manner and on the due date, has provided all necessary documents and has made all potential pre-payments. If STAR DISTRIBUTION assign the goods to a transport agent or if STAR DISTRIBUTION indicate their readiness for dispatch to the buyer, the date of assignment or the date of declaring readiness for dispatch is the effective delivery date.

3. If delivery of the goods is delayed due to force majeur, such as industrial action, strikes, lockouts, or other incidents domestically and abroad, for which STAR DISTRIBUTION cannot be held responsible, the delivery time limit extends by a reasonable amount for the duration of the interference and its after-effects. This also applies if these circumstances occur at the respective manufacturer or supplier of the goods, where STAR DISTRIBUTION has ordered the goods themselves. In as far as the incident of force majeur renders the services impossible, STAR DISTRIBUTION are entitled to withdraw from the contract. STAR DISTRIBUTION can neither be held responsible for reasons of force majeur that occur through no fault of theirs at a time when a delivery delay already exists. STAR DISTRIBUTION will notify the buyer of the commencement and end of such interferences immediately in important cases.

4. Should the buyer be in default of acceptance or should delivery be delayed upon the buyer's request, the buyer shall be invoiced for the costs of storage at STAR DISTRIBUTION or at a third party's for the costs incurred starting from the date of notification of readiness for dispatch.

5. Should STAR DISTRIBUTION be contractually obliged to advance performance STAR DISTRIBUTION can refuse their obligation if after conclusion of the contract it becomes apparent that STAR DISTRIBUTION's claim for reciprocate services through the buyer is at risk. This is the case in particular, when the reciprocate services that STAR DISTRIBUTION are entitled to are jeopardised by the buyer's bad financial circumstances or other impediments to performance are impending such as export or import prohibitions, incidences of war, insolvency of suppliers or loss of production through sickness of essential employees.

6. STAR DISTRIBUTION can refuse the service obligations if these require efforts that, under consideration of the contractual content and the principle of equity and good faith, stand in gross disaccord to the buyer's service interests. This is the case in particular when the non-performed service or service contrary to duty does not affect the buyer or when the effect is negligible.

IV. Passing of the risk

If the buyer is a business (i.e. the buyer places the order as part of his/her commercial or professional activity), the risk of loss of the goods or deterioration of the goods passes to the buyer with the transfer of the goods for dispatch; this is also the case when part deliveries are made. Should the dispatch be delayed for reasons caused by the buyer, the risk passes to the buyer as soon as the buyer is notified of the readiness for dispatch.

V. Price, Shipping costs

1. The prices stated by STAR DISTRIBUTION do not include the value added tax (VAT). The VAT will be quoted separately in the invoice showing the respective statutory amount.

2. Shipping costs, freight, carriage, as well as any potential customs duties and other expenditure in connection with dispatch to a delivery address including costs for any official safety or conformity declarations shall be borne by the buyer.

VI. Payment conditions

1. The receivables of STAR DISTRIBUTION become due with the receipt of the invoice, even in case of partial invoices for partial deliveries. Should the buyer be in default of paying, he/she shall recompense STAR DISTRIBUTION for the damages caused by the delay. Should the buyer default on a due payment or partial payment for longer than 14 days, the total remainder of all amounts outstanding shall become due for immediate payment. STAR DISTRIBUTION are then entitled to demand that the buyer pays the purchase price for any further deliveries from all existing orders prior to dispatch of the goods.

2. The buyer is not permitted to make any deductions without prior express agreement.

3. Claims for remuneration by STAR DISTRIBUTION can only be charged up against with undisputed and legally proven claims. The same applies to exercising the rights of retention. For the rest the buyer is only entitled to right of retention as far as this is based on the same contractual relationship.

4. The assignment of receivables against STAR DISTRIBUTION through the buyer is excluded.

VII. Title retention

1. STAR DISTRIBUTION reserves the retention of title of the goods delivered by STAR DISTRIBUTION until all claims resulting from the delivery order have been settled in full.

2. The buyer is not permitted to pawn or transfer the goods delivered for security. In the event of distress and confiscation of goods or other enactment by third parties the buyer must notify STAR DISTRIBUTION immediately.

3. If the buyer is a business (i.e. if the buyer has placed the order as part of his/her commercial or professional activity) the following extensions to the retention of title apply additionally:

a) Should at the time of delivery other claims exist against the buyer besides the claims by STAR DISTRIBUTION from the delivery order, STAR DISTRIBUTION shall retain the title right to the goods delivered by STAR DISTRIBUTION until all above mentioned claims have been settled in full (extended reservation).
b) The retention of title is extended to all claims of the buyer, which he/she gains from selling on the delivered goods. The claims shall be surrendered to STAR DISTRIBUTION equalling the amount of outstanding bills. The buyer assigns these claims by way of security at the time of their origination. STAR DISTRIBUTION accept this security assignment. The buyer is only permitted to resell the goods subject to retention of title with the proviso that his/her purchase price claims are transferred to STAR DISTRIBUTION in accordance with the aforementioned regulations. The buyer is not entitled to any other disposition.
c) The lien of STAR DISTRIBUTION does not prevent the buyer from using the items owned by STAR DISTRIBUTION or the claims assigned by way of security in their normal day-to-day business operations. Normal business operations are no longer given when the buyer has still not met his/her payment obligations against STAR DISTRIBUTION one month after the occurrence of default, drafts are being protested against him/her, cessation of payments takes place or bankruptcy is filed. In this case the buyer is obliged upon request by STAR DISTRIBUTION to notify his customers about the assignments, to refrain from collecting payments and to allow collection through STAR DISTRIBUTION. Upon demand by STAR DISTRIBUTION the buyer is further obliged to disclose the addresses of his/her customers to STAR DISTRIBUTION upon their first request.
d) Should normal business operations no longer exist, STAR DISTRIBUTION is entitled to take back the goods subject to retention of title at the expense of the buyer. Scenarios such as taking back the goods, assertion of retention of title and distress of the delivery items do not constitute a withdrawal from the contract, as far as legally permissible.
e) Upon the request of the buyer STAR DISTRIBUTION are obliged to release the securities STAR DISTRIBUTION are entitled to at STAR DISTRIBUTION's own choice in accordance with the aforementioned regulations in as far as the realisable value of the securities attributable to STAR DISTRIBUTION exceed the claims to be secured.

VIII. Guarantee

1. If the buyer is a business (i.e. if the buyer has placed the order as part of his/her commercial or professional activity), the buyer's claims for subsequent fulfilment, mitigation, withdrawal from contract and damages only apply according to the following conditions:
a) The buyer must inspect the goods immediately upon receipt - in particular with regard to visible defects, deficiencies, weight and size. The buyer must reprimand obvious defects of the delivered goods immediately after receipt of delivery. Unobvious defects must also be reprimanded and claimed immediately upon detection. Should the buyer fail to reprimand defects within a continuity time limit of 7 days, the delivered goods shall be considered as accepted despite being in consideration of the defect. The regulation under a. only applies if the buyer is a trader/business.
b) Should the buyer or a third party perform inappropriate alterations or repairs without prior permission by STAR DISTRIBUTION, STAR DISTRIBUTION shall not be held liable for the consequences resulting thereof. No guarantee is accepted for improper or inappropriate use, in particular faulty assembly or flawed putting into operation by the buyer or third parties, natural wear-and-tear, faulty or negligent handling, unsuitable equipment etc., unless the fault can be attributed to STAR DISTRIBUTION.
c) A claim for subsequent fulfilment, mitigation, withdrawal from contract and damages only applies according to the following conditions:

(1) The time limit for the limitation of time with regard to claims for defects of delivered goods is 1 year from the time of passing of risk. The statutory claims of the buyer from §§ 478, 479 BGB [German Civil Code] to recourse in the case of resale of the goods to consumers (i.e. persons who place the orders for private use outside any commercial activity) are unaffected by this regulation.
(2) Should the buyer accept an item with a defect despite knowing of the defect, he/she is only entitled to the right of subsequent fulfilment, withdrawal from contract, mitigation and damages if he/she reserves these rights because of the defects at the time of acceptance of the item.
(3) Should the agreed properties of the item be missing or should another material defect be present according to §§ 434 I S. 2 BGB [German Civil Code], STAR DISTRIBUTION shall remedy the defects at their discretion or deliver a defect-free item (subsequent fulfilment).
(4) Should STAR DISTRIBUTION decide on remedying the defect, STAR DISTRIBUTION shall bear the costs of the necessary expenditures, especially transport, tolls, labour and material costs. This does not apply in the event that expenditures increase due to the purchased item having been moved post-delivery to another location other than the residence or commercial offices of the buyer.
(5) In the event of STAR DISTRIBUTION having tried to remedy the defect twice or having delivered the item once as subsequent fulfilment, failing to remedy the existing defect with these measures, the buyer shall be entitled to reduce the purchase price or, after giving a reasonable time limit, demand the rescission of the contract concluded with STAR DISTRIBUTION instead of the removal of the defects or subsequent fulfilment of defect-free items.
(6) Should the due service not be performed by STAR DISTRIBUTION at all, or with delay or with defects, the buyer shall be entitled to claim damages:
- for damages that rest on injury to life, body or health resulting from the intentional or negligent breach of duty by STAR DISTRIBUTION or the intentional or negligent breach of duty by a legal representative or vicarious agent of STAR DISTRIBUTION;
- for other damages that rest on the intentional or gross negligent breach of duty by STAR DISTRIBUTION or the intentional or gross negligent breach of duty of a legal representative, a senior employee or vicarious agent of STAR DISTRIBUTION or on the intentional or negligent breach of significant contractual duties (cardinal obligations) of STAR DISTRIBUTION or the intentional or negligent breach of significant contractual duties (cardinal obligations) of a legal representative, senior employee or vicarious agent of STAR DISTRIBUTION;
- for damages that fall under the scope of protection of one of the guarantees given by STAR DISTRIBUTION (pledge) or of a warranted properties or service life guarantee. A farther-reaching liability based on malicious conduct remains unaffected. In the event of negligent breach of a significant contractual obligation liability is limited to the amount that the damages to be expected would commonly amount to. Excluded from this are damages to injury to life, body or health. In so far as nothing to the contrary has been agreed in these terms and conditions, all claims of the buyer for damages of whatever kind, in particular those that have not arisen from the delivery item itself as well as claims due to criminal offence, are excluded. This also applies to claims due to and against vicarious agents of STAR DISTRIBUTION. Limitation of liability does not apply if STAR DISTRIBUTION or its vicarious agents are chargeable with intent or gross negligence or injury to life, body or health is existent. Should third parties be contracted or involved for the initiation or management of the contractual obligation between the parties, the above mentioned guarantee and liability limitations also apply in favour of the third parties.

2. If the buyer is a consumer (i.e. buyers who order for private consumption outside of any commercial activity or outside of their professional activity), the statutory warranty regulations apply.

IX. Liability of STAR DISTRIBUTION

1. If the buyer is a business (i.e. if the buyer has placed the order as part of his/her commercial or professional activity), the buyer's claims for subsequent fulfilment, mitigation, withdrawal from contract and damages only apply according to the following conditions:
a) The buyer must inspect the goods immediately upon receipt - in particular with regard to visible defects, deficiencies, weight and size. The buyer must reprimand obvious defects of the delivered goods immediately after receipt of delivery. Unobvious defects must also be reprimanded and claimed immediately upon detection. Should the buyer fail to reprimand defects within a continuity time limit of 7 days, the delivered goods shall be considered as accepted despite being in consideration of the defect. The regulation under a. only applies if the buyer is a trader/business.
b) Should the buyer or a third party perform inappropriate alterations or repairs without prior permission by STAR DISTRIBUTION, STAR DISTRIBUTION shall not be held liable for the consequences resulting thereof. No guarantee is accepted for improper or inappropriate use, in particular faulty assembly or flawed putting into operation by the buyer or third parties, natural wear-and-tear, faulty or negligent handling, unsuitable equipment etc., unless the fault can be attributed to STAR DISTRIBUTION.
c) claim for subsequent fulfilment, mitigation, withdrawal from contract and damages only applies according to the following conditions:

(1) The time limit for the limitation of time with regard to claims for defects of delivered goods is 1 year from the time of passing of risk. The statutory claims of the buyer from §§ 478, 479 BGB [German Civil Code] to recourse in the case of resale of the goods to consumers (i.e. persons who place the orders for private use outside any commercial activity) are unaffected by this regulation.
(2) Should the buyer accept an item with a defect despite knowing of the defect, he/she is only entitled to the right of subsequent fulfilment, withdrawal from contract, mitigation and damages if he/she reserves these rights because of the defects at the time of acceptance of the item.
(3) Should the agreed properties of the item be missing or should another material defect be present according to §§ 434 I S. 2 BGB [German Civil Code], STAR DISTRIBUTION shall remedy the defects at their discretion or deliver a defect-free item (subsequent fulfilment).
(4) Should STAR DISTRIBUTION decide on remedying the defect, STAR DISTRIBUTION shall bear the costs of the necessary expenditures, especially transport, tolls, labour and material costs. This does not apply in the event that expenditures increase due to the purchased item having been moved post-delivery to another location other than the residence or commercial offices of the buyer.
(5) In the event of STAR DISTRIBUTION having tried to remedy the defect twice or having delivered the item once as subsequent fulfilment, failing to remedy the existing defect with these measures, the buyer shall be entitled to reduce the purchase price or, after giving a reasonable time limit, demand the rescission of the contract concluded with STAR DISTRIBUTION instead of the removal of the defects or subsequent fulfilment of defect-free items.
(6) Should the due service not be performed by STAR DISTRIBUTION at all, or with delay or with defects, the buyer shall be entitled to claim damages:
- for damages that rest on injury to life, body or health resulting from the intentional or negligent breach of duty by STAR DISTRIBUTION or the intentional or negligent breach of duty by a legal representative or vicarious agent of STAR DISTRIBUTION;
- for other damages that rest on the intentional or gross negligent breach of duty by STAR DISTRIBUTION or the intentional or gross negligent breach of duty of a legal representative, a senior employee or vicarious agent of STAR DISTRIBUTION or on the intentional or negligent breach of significant contractual duties (cardinal obligations) of STAR DISTRIBUTION or the intentional or negligent breach of significant contractual duties (cardinal obligations) of a legal representative, senior employee or vicarious agent of STAR DISTRIBUTION;
- for damages that fall under the scope of protection of one of the guarantees given by STAR DISTRIBUTION (pledge) or of a warranted properties or service life guarantee. A farther-reaching liability based on malicious conduct remains unaffected. In the event of negligent breach of a significant contractual obligation liability is limited to the amount that the damages to be expected would commonly amount to. Excluded from this are damages to injury to life, body or health. In so far as nothing to the contrary has been agreed in these terms and conditions, all claims of the buyer for damages of whatever kind, in particular those that have not arisen from the delivery item itself as well as claims due to criminal offence, are excluded. This also applies to claims due to and against vicarious agents of STAR DISTRIBUTION. Limitation of liability does not apply if STAR DISTRIBUTION or its vicarious agents are chargeable with intent or gross negligence or injury to life, body or health is existent. Should third parties be contracted or involved for the initiation or management of the contractual obligation between the parties, the above mentioned guarantee and liability limitations also apply in favour of the third parties.

2. If the buyer is a consumer (i.e. buyers who order for private consumption outside of any commercial activity or outside of their professional activity), the statutory warranty regulations apply. As far as nothing to the contrary has been agreed in these terms and conditions the buyer is only entitled to claim damages:
- for damages resulting from injury to life, body or health that rest on the intentional or negligent breach of duties by STAR DISTRIBUTION or the intentional or negligent breach of duty of a legal representative or vicarious agent of STAR DISTRIBUTION;
- for other damages that rest on the intentional or gross negligent breach of duty by STAR DISTRIBUTION or the intentional or gross negligent breach of duty of a legal representative, a senior employee or vicarious agent of STAR DISTRIBUTION or on the intentional or negligent breach of significant contractual duties (cardinal obligations) of STAR DISTRIBUTION or the intentional or negligent breach of significant contractual duties (cardinal obligations) of a legal representative, senior employee or vicarious agent of STAR DISTRIBUTION;
- for damages that fall under the scope of protection of one of the guarantees given by STAR DISTRIBUTION (pledge) or of a warranted properties or service life guarantee. A farther-reaching liability based on malicious conduct remains unaffected. In the event of negligent breach of a significant contractual obligation liability is limited to the amount that the damages to be expected would commonly amount to. Excluded from this are damages to injury to life, body or health. Claim for damages against STAR DISTRIBUTION based on statutory liability, for example according to the Product Liability Act, remain unaffected by the aforementioned regulations. In so far as nothing to the contrary has been agreed in these delivery terms and conditions, all claims of the buyer for damages of whatever kind, in particular those that have not arisen from the delivery item itself as well as claims due to criminal offence, are excluded. This also applies to claims due to and against vicarious agents of STAR DISTRIBUTION. Limitation of liability does not apply if STAR DISTRIBUTION or its vicarious agents are chargeable with intent or gross negligence or injury to life, body or health is existent.

X. Severability clause, Place of juridiction agreement, Final clauses

1. Should one or more of these regulations in these General Terms & Conditions be or become ineffective wholly or in part, or should these General Terms & Conditions contain a loophole, the effectiveness of the remainder of these General Terms & Conditions shall remain intact.

2. Is the buyer a business (i.e. the buyer places the order as part of his/her commercial or professional activity), the contract including these General Terms & Conditions is subject to the substantive law of Germany under exclusion of the United Nations Convention on Contracts.

3. Exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Böblingen if the customer is a trader/business or his/her regular residence is abroad.

Issue date 01/2012

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