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General Terms and Conditions of Delivery and Service of Star Distribution GmbH for the Mercedes-Benz Retailworld Online Shop of 01/04/2018

I. Scope of contract

  1. These General Terms and Conditions apply to all contracts of Star Distribution GmbH, Otto-Lilienthal-Strae 5, D-71034 Bblingen with businesses in accordance with Sec. 14 BGB concluded at our online shop at http://retailworld.mercedes-benz.de and https://retailworld.mercedes-benz.com. A Business is any natural or legal person or joint partnership with legal capacity that engages in its commercial or independent professional activity by concluding the legal transaction.
    Hereinafter, our contractual partner shall be referred to as the "Customer".
  2. All deliveries and services shall be subject to these terms and conditions, as well as any separate contractual agreements. Any terms of purchase or other conditions of the Customer that deviate from or go beyond these terms and conditions shall be incorporated into this agreement neither by acceptance of the order nor by our failure to raise an objection.

  3. They shall also apply to all future business transactions, and to all commercial contact with the Customer - for example, when entering into contract negotiations, or initiating a contract - even if they are not expressly restipulated, or if attention is not expressly drawn to them again.

    Should, in a particular case, obligations be created towards other persons or companies who are not themselves parties to the contract, then the limitations of liability within these General terms of delivery and service shall apply with respect to these parties, insofar as these General terms of delivery and service were brought to bear with respect to these parties when the obligation was first created. This shall above all be the case if those third parties requested knowledge of or already had these General terms of delivery and service when the obligation was created.

    The acceptance of services and deliveries from us on the part of the Customer shall constitute recognition of the validity of these General terms of delivery and service.

II. Conclusion of contract

  1. The goods displayed on the websites of the online shop do not represent a binding offer for sale from us. They represent only a non-binding invitation for the orderer to make an offer by way of submitting an order.
  2. Before clicking the "Send order" button, the orderer must declare their agreement with the validity of the General Terms and Conditions of Delivery and Service by checking the confirmation box.
  3. By sending a completed order form, the orderer submits an offer to conclude a contract for the goods entered in the order form (under the "Shopping cart" heading). The system accepts the order. Directly after submitting their order, the orderer receives an order confirmation generated automatically by the system at the e-mail address they enter. This confirmation is sent electronically, and does not represent an acceptance of the orderer's offer by us; therefore, the confirmation e-mail does not result in the conclusion of a contract.
  4. Orders will be accepted at the latest 3 business days after receipt of the order through sending the goods, unless the goods are offered in the web shop with differing delivery terms in an individual instance. In this case, the order will be accepted at a later time upon completion of the order.

III. Contractual partner

The contractual partner of the Customer ordering the goods depicted and/or described at http://retailworld.mercedes-benz.de and https://retailworld.mercedes-benz.com is:
Star Distribution GmbH,
Otto-Lilienthal-Strae 5,
71034 Bblingen

Phone: + 49 (0)7031 / 6288- 300
Fax: + 49 (0)7031 / 6288- 399
E-mail: info@star-distribution.com, www.star-distribution.com
VAT no.: DE 189 768 954

IV. Scope of delivery and service, performance periods

  1. Product customization, printing and contract data, data transmission

    (1) Data for product customization must be provided in the file formats indicated by us and printing data. If different file formats are used, we will not be able to guarantee the Customer error-free service, unless we have approved this format in writing. The Customer is fully liable for the correctness of this data, even if there are errors in data transmission or the data storage media for which we are not responsible.

    (2) Deliveries of all kinds by the Customer or a third party commissioned by them are not subject to any obligatory review by us; this also applies to data storage media and transmitted data. This does not apply to data that is obviously unsuitable for processing or that is unreadable. We will inform the Customer of such issues. If additional costs are incurred due to errors in the printing data, the Customer is responsible for these.

    (3) The Customer must use programs to protect against computer viruses in accordance with the newest available technology before sending any data transmissions. The Customer is solely responsible for backing up data. We are entitled to make copies of data.

    (4) The Customer may not make any subsequent changes to the order or to the transmitted data after the order is placed.

    (5) We are entitled, but not obligated, to complete any necessary preliminary work, in particular on the Customer's transmitted or delivered data, independently and without coordinating with the Customer if this is in the Customer's economic interest or would help us to comply with the completion deadline for the order. The Customer shall bear any additional costs. If the Customer's data does not conform to our specifications, and if adjusting the print data results in errors in the final product, we will not be responsible for these errors. The Customer hereby expressly declares that this work is done at its own risk. Therefore, any complaints shall be excluded. The Customer shall bear any additional costs.
  2. The contract as concluded is decisive for determining the scope of our delivery or service.
    Subsidiary agreements and amendments require confirmation from us in writing.
    For all orders we shall be entitled, to a reasonable extent, to make partial deliveries/render partial services.
  3. If it is determined while processing the order that the products ordered by the Customer are not available, we will inform the Customer of this separately by e-mail.
  4. Unless an individual agreement to the contrary has been reached with the Customer, while delivery and performance periods and deadlines are always based on the best available information, they are not binding. An agreed delivery period shall be deemed to have been met if the item covered by the contract left the factory or warehouse within the delivery period or the Customer has been notified that it is ready for shipment. As a precondition for the commencement of the delivery period and the adherence to delivery deadlines, the Customer must assist when required in a timely and proper manner, provide all documentation to be furnished and make any agreed payments in advance.
  5. If inspection/acceptance must be carried out, the deadline for the inspection/acceptance or, alternatively, a notifi-cation that the Customer is ready for the inspection/acceptance, shall be authoritative - except in cases where the Customer is justified in refusing to take delivery.
  6. We shall not be held to be in default in cases of force majeure or other extraordinary circumstances beyond our control. In such cases we shall be entitled to rescind the contract, even if we are already in default. In particular, we shall not be held to be in default for delays in delivery if these were caused by incorrect or late deliveries by our suppliers for which we were not responsible. In the event of temporary impediments such as force majeure, labour disputes or other events outside of our control, the delivery or service periods shall be extended or the delivery and performance deadlines shall be postponed by the period of time that the impediment lasts, plus a reasonable lead time.
  7. If the shipment and/or the taking delivery of the goods covered by the contract is/are delayed for reasons for which the Customer is responsible, we may charge the Customer for the costs incurred in connection with the delay, beginning one month after notification of readiness to ship and/or readiness to inspect/accept the goods. Without prejudice to any further claims, if a reasonable grace period expires without action by the Customer, we may otherwise dispose of the goods and, in particular, may at the Customer's risk and expense store them and/or deliver them to the Customer with an appropriately extended delivery period.
  8. We are liable in accordance with statutory provisions, if the delivery delay is due to a contractual violation caused by grossly negligent behaviour on our part. Any culpability by a legal representative or subcontractor must be attributed to us. However, in cases of gross negligence our liability shall be limited to foreseeable, typi-cally occurring damages. Furthermore, we shall also be liable in accordance with statutory provisions insofar as the delivery delay for which we are responsible is due to a culpable violation of a significant contractual obligation. Significant con-tractual obligations (cardinal obligations) are obligations whose fulfilment make possible the proper execution of the contract, and which the orderer regularly trusts and should be able to trust. However, in cases of simple or gross negligence our liability shall be limited to foreseeable, typically occurring damages.
  9. Further claims resulting from delivery delays shall be governed exclusively by clause IX. of these General Terms and Conditions of Delivery and Service.

V. Prices

  1. Our prices indicated in the shop are net prices which do not include VAT.
  2. The Customer shall be responsible for costs associated with changes to the order.
  3. Agreed prices are not binding for future orders.
  4. In the event of reductions or increases in costs occurring after this contract is concluded, in particular those relating to collectivebargaining agreements, changes in the price of materials or changes in interest rates, we reserve the right to change our prices accordingly. If the Customer takes delivery of lower quantities than agreed under call orders and multiple-delivery contracts, we shall be entitled to recalculate our prices based on these reduced purchase volumes and to invoice the Customer for the resulting price increases.

VI. Payment terms, default/delay, offsetting, assignment:

If the Customer is not domiciled in the Federal Republic of Germany on the order date, section 1 below shall apply:

  1. Provided that there is no provision for delivery against prepayment in our contractual agreement with the Cus-tomer, we shall be entitled, without the need for any specific agreement to that effect, to make our services de-pendent upon the provision of a documentary letter of credit amounting to the gross price for those services via a bank or bank branch within the European Union, in accordance with the International Chamber of Commerce's (ICC's) Uniform Customs and Practice for Documentary Credits (UCP 500). If we do not request that such docu-mentary letter of credit be provided and in the absence of a contractual agreement to the contrary, our account shall fall due upon receipt of the delivery or, as the case may be, once our services have been fully carried out. If our deliveries or services are carried out in clearly separable portions, we shall be entitled to invoice the Customer for the amount of remuneration corresponding to each portion and to request the provision of a documentary letter of credit for each portion, if appropriate.
Otherwise, section 1 below shall apply:

  1. In the absence of an agreement to the contrary, our account shall fall due upon receipt of the delivery or, as the case may be, once our services have been fully carried out. If our deliveries or services are carried out in clearly separable portions, we shall be entitled to invoice the Customer for the amount of remuneration corresponding to each portion.
The following applies to all Customers:

  1. If the Customer is in arrears, it must reimburse us for the damages caused by the delay; in particular, it must pay interest on arrears equal to 9 % p.a. above the base lending rate. If the Customer is more than 14 days behind in payment of an amount or partial amount due, the entire sum of all outstanding receivables shall become due and payable immediately. In the event the Customer is in arrears, we shall likewise be entitled to suspend further de-liveries and services in whole or in part and to revoke payment terms that we have granted. Moreover, if there is a material deterioration of the Customer's financial situation after the contract date, we shall be entitled to make further deliveries or provide further services only if the Customer prepays or furnishes collateral. In addition, we may prohibit the resale, treatment and processing of goods subject to retention of title and their return or the transfer of indirect possession at the Customer's expense, revoke any direct debit authorisation and enter areas where the goods subject to retention of title are being stored and remove such goods. This shall not affect the right to assert additional claims for damages caused by default.
  2. The Customer shall not be entitled to take deductions without express agreement.
  3. Payment by means of promissory notes or acceptances shall only be permitted if expressly agreed in writing and even then shall be valid only on account of payment. Acceptances must be negotiable and eligible for discount. Expenses and fees relating to acceptance of promissory notes shall be borne by the Customer. They are payable immediately. The same applies to cheques.
  4. The Customer shall not be entitled to take deductions without express agreement.
  5. The orderer is not entitled to assign any claims made by it against us without prior written approval from us, un-less the claim in question is a monetary claim assigned within the framework of a commercial transaction.

VII. Default/delay in acceptance, transfer of risk and inspection/taking delivery

  1. The risk of loss of or damage to the goods is transferred to the Customer when the goods are handed over to or sent directly to the Customer or its designated agent, even if partial deliveries are made. If the Customer is late accepting the goods or in wrongful breach of other obligations to assist, we shall be entitled to demand payment for any damages we have incurred, including any additional expenses. If we are entitled to claim compensatory damages instead of performance, we may claim 15% of the agreed price, plus payment for any work already performed and material used, as compensation without providing substantia-tion. This shall not affect further claims.
  2. The risk of accidental loss of or damage to the item(s) covered by the contract shall transfer to the Customer on the date of the Customer's default in acceptance or payment of amounts owed. This shall apply even if the ship-ment is delayed or does not take place and/or the Customer does not take delivery due to circumstances beyond our control, from the date of notification of readiness to ship or readiness to take delivery.
  3. The risk of accidental loss, destruction or deterioration and the risk relating to payment of compensation transfer to the Customer when the goods to be delivered are loaded ex warehouse or, in the case of direct delivery, ex works of our supplier, even in the case of partial deliveries or if we have undertaken to provide other services, e.g. assuming shipping costs, or delivery, installation and unloading. Any agreed inspection/acceptance must take place without delay by the deadline for taking delivery, or alternatively following our notification concerning readiness to take delivery.
    Any additional costs incurred shall be borne by the Customer. The Customer may not refuse to take delivery be-cause of a minor defect.
  4. The goods shall be shipped at our discretion using the most economical, fastest route, without any guarantee. Any additional expenses related to special shipping requests by the Customer shall be borne by the Customer.

VIII. Guarantee

Subject to item IX of these terms and conditions, we guarantee new items against material defects and defects in title as follows, while excluding further claims:

  1. Material defects
    1. If there is a material defect in goods being delivered due to circumstances existing on the date when risk transfers, we shall be obliged to repair or replace the goods, at our discretion. The parts replaced shall become our property and must be handed over to us by the Customer without delay. Expenses re-lating to the repair or replacement, such as transportation, travel, work and material costs, shall be borne by us, so long as they are not higher due to the fact that the goods delivered have been trans-ferred to a place other than the place of performance. Upon notification by us, the Customer must provide us the opportunity and necessary time to make any and all repairs and/or replacements we deem necessary; otherwise, we shall be released from any liabil-ity for any consequences thereof. The Customer shall have the right to remedy the defect him-self/herself or to have third parties remedy the defect and to demand that we reimburse the necessary costs only in emergency situations where operational safety is in jeopardy and/or to prevent dispro-portionately large damages, in which case we must be notified at once.
    2. Pursuant to article 377 of the German Commercial Code (HGB), the Customer must inspect every ship-ment immediately after delivery and notify us of any defect detected at once. Complaints of defects shall be considered only if they are raised in writing without delay, no later than one week after receipt of the goods. The date of receipt of the notice of defect shall be decisive in determining whether the deadline was met. Later notices of complaint shall be barred. The delivery shall then be deemed to have been ac-cepted. This shall not apply to hidden defects, i.e., defects that are not obvious. The loss of the right to lodge a complaint for defects shall not take effect if a proper, immediate inspection for defects did not manage to discern the defect during the one-week time limit for lodging complaints. If a complaint of defects is lodged, the Customer may withhold only that proportion of the payments equal to the ratio of defective items to the entire shipment.
    3. If the attempt to repair or replace the items fails, the Customer shall be entitled, in accordance with legal requirements, to reduce the purchase price or to rescind the contract.
    4. The warranty shall be invalid if a defect was caused by improper operation, handling or use or by a change, reworking or repair by the Customer or a third party that was not approved by us, unless we are at fault. The same applies to natural wear and tear, the use of improper materials, chemical, electrochem-ical or electrical influences, etc.

      The warranty likewise shall not apply to used items, unless the parties have entered into an agreement to the contrary.
  2. Defects in title
    • In the event of defects in title, the warranty shall be determined by legal requirements.

  3. Statute of limitation
    • For claims of defects, the limitation period is 1 year, calculated from the beginning of the statutory limitation period. For the services stipulated in article 438(1)(2) and article 634a(1)(2) of the BGB, the following statutory periods apply.

  4. Extension to third parties
    • Should third parties be appointed or included in the initiation or development of the obligations between the parties, the aforementioned warranty limitations and exclusions shall also apply to those third parties.

  5. Further claims
    • Should third parties be appointed or included in the initiation or development of the obligations between the parties, the aforementioned warranty limitations and exclusions shall also apply to those third parties.

IX. Compensation for damages for defects and other liability

  1. In case of a culpable violation of significant contractual obligations, we shall be liable in accordance with statuto-ry provisions. Significant contractual obligations (cardinal obligations) are obligations whose fulfilment make possible the proper execution of the contract, the violation of which endangers achievement of the purpose of the contract, and which the orderer regularly trusts and should be able to trust.

  2. If the orderer makes a claim for compensation for damages instead of justifiably asserting the services, we shall be liable to the same extent.

  3. We shall also be liable in accordance with statutory provisions if the orderer justifiably asserts claims for compensation for damages due to malicious intent or gross negligence by us or by our legal representatives or agents.

  4. We shall also be liable for damages resulting from death, bodily injury, or endangerment of health caused by ma-licious intent or grossly negligent violations of obligations by us or malicious or negligent violations of obliga-tions by our legal representative or agent. Our liability for fraudulently concealing defects or assuming a guaran-tee, as well as our mandatory liability under the Product Liability Act (Produkthaftungsgesetz), shall remain unaf-fected.

  5. To the extent our liability for compensatory damages is barred or restricted, this shall also apply to the personal liability for compensatory damages of our employees, representatives and vicarious agents.

  6. Unless agreed otherwise above, further claims by the Customer for compensatory damages shall be barred. This also applies to claims for compensatory damages due to precontractual liability (culpa in contrahendo), other breaches of duty and tortious claims for compensation for damages to property pursuant to article 823 of the BGB.

  7. In the case of clauses IX 1 and 2, our liability in case of slight or gross negligence is limited to typically occurring and foreseeable damages. The same is true in the case of clause IX 3 for non-negligent infringing activities.

    All claims of the orderer expire after 1 year. The statutory terms apply to intentional or malicious behaviour, as well as to claims in accordance with the Product Liability Act and for services in accordance with sections 438 para.1 no. 2, 634 a para. 1 no. 2. BGB. The start of the statute of limitations shall be determined in accordance with statutory provisions.

    Should third parties be appointed or included in the initiation or development of the obligations between the par-ties, the aforementioned liability limitations and exclusions shall also apply to those third parties.

X. Product liability

If there are different, in particular more stringent, product liability or product assurance regulations in the countries in which the orderer resells our products in comparison to German law, our orderer must inform us of this when placing an order. In this case, we are entitled to withdraw from the contract within one month. If the orderer fails to provide this declaration, we can withdraw from the contract within one month after we have become aware of the legal situation. In the latter case, the orderer is obligated to release us from third party claims resulting from our performance obligation in a relevant product liability case in Germany. This also applies if we do not withdraw from the contract.

XI. Retention of title

  1. We shall retain title to the delivered goods until any and all claims against the Customer, including any and all ancillary claims, arising from the business relationship with the Customer have been satisfied in full. Insofar as the validity of these reservations of title depends upon registration, e.g. in the public registers of the Customer's country, we shall be entitled and fully authorised by the Customer to carry out this registration at the Customer's expense. The Customer is obliged to provide any assistance necessary on its part with respect to this registra-tion free of charge.

    In the event of payment by cheques or promissory notes, the Customer's obligations shall be met only when the corresponding amounts have been definitively received into our account.

  2. The Customer shall be obliged to treat with care the goods delivered. We shall be entitled to insure the goods delivered against theft, breakage, fire, water and other damages at the Customer's expense unless the Customer can prove that he/she has insured the goods itself. The Customer hereby assigns to us any and all claims against the insurers relating to the aforementioned loss events.

  3. The Customer may resell, combine, blend or process the goods delivered in the ordinary course of business. Otherwise, our prior written consent shall be required, particularly in the case of a pledge or collateral assignment.

    The Customer must notify us in writing without delay of any pledges, attachments or other dispositions by third parties. If the third party is not in a position to reimburse us for the court and extrajudicial costs of a lawsuit pur-suant to article 771 of the Code of Civil Procedure (ZPO), the Customer shall be liable to us for the amount not covered. The aforementioned duty to notify shall apply even if the goods subject to retention of title are lost or damaged.

  4. In the event of a breach of duty by the Customer that is more than just a minor infringement, in particular in the event of default/delay in payment, we shall be entitled, after sending a prior warning letter, to demand that the goods delivered be handed over, and the Customer shall be obliged to hand them over. This shall not constitute a rescission of the contract by us, just as a pledge by us does not constitute a rescission of the contract.

    The right to recover possession shall not apply to goods subject to retention of title for which the Customer has already paid or if the default/delay in payment is due to circumstances beyond the Customer's control.

    If the goods subject to retention of title are returned in the manner described above, we shall be entitled to sell the goods subject to retention of title which have been returned to us following a prior warning and a reasonable grace period and to net the proceeds of the sale against the purchase price receivables. We shall be obliged to obtain a reasonable price for the goods. If the goods are sold, this shall constitute a rescission of the contract.

  5. The Customer is authorised to resell, process, alter, combine or blend the goods delivered in the ordinary course of business. However, if it falls behind in payments to us or if it is charged with more than a trivial breach of contract, we may revoke this authorisation.

  6. In the event the goods delivered are resold, the Customer hereby assigns to us the receivable claim, equal to the final invoice amount (including the turnover tax) accruing to it from its buyers or third parties from the resale, regardless of whether the goods delivered have been resold without or after processing.

    It is authorised to collect these receivables even after the assignment. This shall not affect our authorisation to collect these receivables ourselves. However, we undertake not to collect the receivables so long as the Customer is not in default/delay in its payments to us and there are likewise no other objective grounds for doing so, e.g., cessation of payments or the filing of a petition to open insolvency proceedings. If such objective grounds do exist, we shall be entitled to revoke the direct debit authorisation and may demand that the Customer disclose to us the assigned receivable claims and the names of the debtors, and that the Customer provide all the infor-mation necessary to collect them, furnish the related supporting documents and notify the debtors and third parties of the assignment.

  7. The processing, alteration, combining or blending by the Customer or, at the Customer's request, by us, of the goods delivered shall always be done on our behalf. If the goods delivered are processed, altered, combined or blended with other items not belonging to us, we shall acquire co-ownership in the new item equal to the ratio of the value of the goods delivered to the new items created by processing, altering, combining or blending the ex-isting items on the date when these events take place.

    If a residual portion initially not covered by retention of title remains because other suppliers have not extended their retention of title to the value created by the Customer, our co-ownership share shall be increased by this re-sidual portion. However, if other suppliers have also extended their retention of title to this residual portion, we shall be entitled only to that share of the residual portion equal to the ratio of the invoice value of our goods sub-ject to retention of title to the invoice values of the goods from these other suppliers that have been processed together with our goods. For the new item created by processing, altering, combining or blending, the same applies as for the goods de-livered subject to retention of title.

  8. If the processing, alteration, combination or blending is done in such a way that the Customer's item is the main component, the parties shall be deemed to have agreed that the Customer shall transfer proportional co-ownership to us. This proportion is calculated as the ratio of the value of the purchased goods (final invoice amount, including the turnover tax) to the other items on the date of the aforementioned events.
    The Customer shall hold the sole or co-ownership thus created in safe custody for us.

  9. The Customer shall assign to us as collateral for our receivable claims its receivables against a third party arising from combining the goods delivered with real property, if the combination makes the item purchased an integral part of the real property.

  10. We shall be obliged, at our discretion, to release the collateral to which we are entitled at the Customer's request, to the extent that the realisable value of our collateral exceeds the accounts receivable being secured by more than 10%, provided that the excess collateral is not just temporary.

XII. General final provisions

  1. The place of performance and exclusive legal venue for any and all disputes between the parties arising from the contractual relationship shall be Bblingen, provided the Customer is a merchant, legal entity or fund under set up under public law or the Customer has no general legal venue in the Federal Republic of Germany or has transferred its legal venue abroad. As an exception to the above, we shall also be entitled to file claims against the Customer at its general legal venue.

  2. The European Commission provides a platform for online dispute resolution: www.ec.europa.eu/consumers/odr

  3. The Customer is aware that data from business transactions, including personal data, will have to be recorded and, on the basis of commercial necessity, processed and transmitted to third parties. The Customer is in agreement with this data collection and processing.

  4. If products are ordered for delivery outside of the EU, they may be subject to import duties and taxes charged once the package reaches the intended destination. Any additional fees for customs processing shall be borne by the Customer; we have no influence over these fees. Customs regulations differ widely from country to coun-try, and the Customer should contact their local customs authority for further information. In addition, the Cus-tomer is considered the importing entity for orders, and must comply with all laws and ordinances of the country in which it receives the product. Protecting customers' data is important to us, and we would like to inform our in-ternational customers that international deliveries may be opened and inspected by customs agents.

  5. If for any reason any provision in these terms and conditions should in general or in an individual instance be or become invalid, this shall not affect the validity of the remaining provisions of these terms and conditions. In this case, dispositive law shall apply. If and to the extent dispositive law does not cover this particular type of contract or provides no alternative solution for the general terms and conditions clause deemed invalid, the par-ties shall replace the invalid provision or the provision which has become invalid with a provision that comes as close as possible to achieving the parties' originally intended economic effect whilst being legally valid.

  6. Any and all claims arising under and in connection with the contractual relationship shall be subject exclusively to the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

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