General terms of service (B2B)

(State January 2022)

I. Information concerning distance selling and conclusion of contract in electronic business transactions

1. Contractual partner

Your contractual partner for all orders made via the website www.b2b-reifen.com (with exception of items featuring corresponding disclaimers) is

reifencom GmbH
Südfeldstr. 16
30453 Hannover
Germany (subsequently„reifencom“).

The company’s registered office is Hanover (commercial register at "Amtsgericht Hannover" (local court of Hanover): HRB 217313).
VAT ID number: DE 126795055
CEOs: Michael Härle, Ralf Strelen

Tel.: +49 (0) 511 123210-40
Fax: +49 (0) 511 4385710-73

Email: b2b@reifen.com

2. Formation of contract in e-commerce

2.1. The presentation of the goods on the website www.b2b-reifen.com (hereinafter "B2B shop") does not constitute a binding offer to conclude a sales contract. It is only an invitation to submit a binding offer by the user of the B2B shop (hereinafter "B2B-customer").

2.2. An order in the B2B shop requires that the B2B customer has previously registered in the B2B shop. The following conditions apply to this registration:

(a) The B2B customer must be a reseller from the "tyre and/or automotive trade, automotive services" sector, and

(b) submit a copy of his/her valid trade licence.

2.3. When using the automatic order form in the B2B shop, the B2B customer makes a binding offer to conclude a purchase contract by clicking the "Buy now" button at the end of an order process.

2.4. The B2B customer can also place his order via email or fax. In this case, the order of the goods by the B2B customer is considered a binding offer.

2.5. As soon as the B2B customer's order has been received by reifencom, the B2B customer will receive an email confirming the receipt of his order at reifencom listing the details (hereinafter „order confirmation“).

2.6. The binding acceptance of the B2B customer's offer is made by sending the ordered goods to the B2B customer or - if the B2B customer wishes to collect the goods himself - by selecting and making the goods available for the B2B customer in the corresponding reifencom branch. The B2B customer will be informed about the dispatch or provision of the ordered goods via email ("dispatch confirmation" or "collection notification").

3. Other information (correction possibilities, storage of the contract text, contract language)

3.1. reifencom stores the conclusion of the contract and these General Terms and Conditions (hereinafter referred to as „B2B General Terms and Conditions“). The B2B customer can access both in the closed user area of the B2B shop at any time.

3.2. If the order is placed via the order form of the B2B web shop, the B2B customer can check his details before submitting his/her offer and, if necessary, correct them using the usual functions of the PC keyboard via the "Back" button of his/her browser or by pressing the pencil symbol shown in the overview.

3.3. The conclusion of contract is made in German.

II. General sales conditions

1. Applicable conditions and scope

1.1. For all deliveries and services of reifencom that the B2B customer orders via the B2B shop, these B2B General Terms and Conditions apply exclusively at the time of the order, unless something else has been agreed upon in writing.

1.2. Diverging, contradictory or amending General Terms and Conditions of the B2B customer only become a contractual part if reifencom has explicitly agreed on the application in writing. This consent requirement applies in any case, also if reifencom has knowledge of the General Terms and Conditions of the B2B customer and carries out the delivery to him without reservation. Individual agreements made with the B2B customer in individual cases (including collateral agreements, supplements and amendments) shall take precedence over these B2B GTC in all cases.

1.3. The sale of goods is only made to resellers from the "tyre and/or automotive trade, automotive services" sector.

2. Delivery conditions/ DOT/ Complete wheel orders

2.1. The risk of accidental loss and accidental deterioration of the goods shall pass on to the B2B customer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the delivery.

2.2. The delivery time is agreed upon individually or given by reifencom when accepting the order. If this is not the case, the delivery time is approx. three to five (3-5) working days (working days without holidays) starting with the conclusion of contract.

2.3. The dispatch is made to the delivery address given by the B2B-Kunden customer.

2.4. Tyres that have been manufactured less than three (3) years prior to the delivery to the B2B customer according to the DOT number are considered new tyres.

2.5. Complete wheel orders are checked for technical correctness of the rim-vehicle-combination and pre-assembled by reifencom. The B2B customer as a specialist workshop has the duty of care to check the delivered complete wheels once again before fitting. The decisive factor is the rim certificate for the vehicle-rim combination.

3. Prices/ Payments

3.1. Unless otherwise agreed in individual cases, the prices are net, "ex works" plus the applicable value added tax and the costs for transport and handling.

3.2. Special offers can sometimes only be offered for a limited period of time. In addition, the goods displayed in the B2B shop are partly dependent on availability, but in this case they are marked accordingly.

3.3. reifencom invoices the price that was listed in the B2B shop at the time of the B2B customer's order.

3.4. reifencom is not bound to a wrong price. The B2B customer's order does not yet constitute a sales contract (see point I.2.1).

3.5. The B2B customer can pay the purchase price via advance payment, invoice, direct debit, or if he/she collects the goods at the chosen reifencom branch himself/herself, cash on site in our branches. For orders via the payment method invoice, the B2B customer can also be granted a credit line, depending on the creditworthiness of the B2B customer and the internal credit lines of reifencom. If the outstanding payments of the B2B customer exceed this credit line, the customer can only place an order using the payment method advance payment.

3.6. The payment method direct debit is only offered up to a maximum amount of 750.00 € and subject to the following provisions:

(a) With the payment method direct debit, the B2B customer issues a SEPA basic mandate or a SEPA business mandate, at his choice. The direct debit is collected within ten (10) calendar days after the invoice date. We will inform the B2B customer about the collection of the direct debit at least five (5) calendar days in advance (pre-notification), so that he/she can prepare for the debit of the account and provide for appropriate coverage.

(b) Please note: If a SEPA business mandate is issued, the B2B customer is not entitled to demand a refund of the debited amount after it has been debited. However, he/she is entitled to instruct his/her credit institution not to cash direct debits until the due date.

(c) Costs arising from the non-redemption or chargeback of a direct debit, e.g. due to insufficient funds in the account, shall be borne by the B2B customer if the non-redemption or chargeback was caused by the customer.

(d) After a SEPA mandate has been issued, payment is made via direct debit when using the order form in the B2B shop by selecting the payment method "invoice" in the order process. In this case, the invoice amount is then paid via direct debit.

3.7. In the case of payment via invoice, the purchase price is payable within seven (7) calendar days after receipt of the invoice and delivery or receipt of the goods. Upon expiry of this period, the customer shall be in default of payment.

3.8. In case of payment via advance payment, the total invoice amount has to be transferred onto reifencom’s account within seven (7) calendar days after receipt of the order confirmation. If reifencom has not received any payments until the expiry of this deadline, reifencom will not accept the offer to conclude a contract regarding the respective goods.

3.9. The B2B customer shall only be entitled to set-off or retention rights to the extent that his claim is legally established or undisputed.

3.10. The following delivery costs apply within Germany:

3.11. The following delivery costs apply to the European countries outside Germany per item:

4. Reservation of title

4.1. Until complete payment of all our current and future claims from a sales contract or an ongoing business relationship with the B2B customer (secured claims), we reserve the right of retention of title of the sold goods.

4.2. The goods subject to retention of title may neither be pledged to third parties nor transferred by way of security before full payment of the secured claims.

4.3. In case the B2B customer is in breach of contract, in particular non-payment of the due purchase price, reifencom is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return of the goods does not include the declaration of withdrawal; reifencom is rather entitled to demand only the return of the goods and to reserve the right of withdrawal. If the B2B customer does not pay the due purchase price, reifencom may only assert these rights if reifencom has previously unsuccessfully set the B2B customer a reasonable deadline for payment or if such setting of such a deadline is dispensable according to statutory provisions.

4.4. The B2B customer may resell and/or process the goods subject to retention of title in the ordinary course of business. In this case the following provisions shall apply in addition.

(a) The retention of title shall extend to the products resulting from the processing, mixing or combination of reifencoms goods at their full value, whereby reifencom shall be deemed to be the manufacturer. If their right of ownership remains in the event of processing, mixing or combining with goods of third parties, reifencom shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under reservation of title.

(b) The B2B customer hereby assigns all claims against third parties arising from the resale of the goods or product, in total or in the amount of the possible co-ownership share of reifencom in accordance with the preceding paragraph to reifencom as security. reifencom accepts the assignment. The obligations of the B2B customer mentioned in point 4.2. shall also apply in consideration of the assigned claims.

(c) In addition to reifencom, the B2B customer remains authorized to collect the claim against each third party. reifencom undertakes not to collect the claim as long as the B2B customer meets his payment obligations to reifencom, does not default in payment and no application for the opening of insolvency proceedings has been filed. If this is the case, however, we can demand that the B2B customer informs us of the assigned claims and their debtors, provides all information necessary for the collection of these claims, hands over the relevant documents and informs the debtors (third parties) of the assignment.

(d) If the realizable value of the securities exceeds our claims by more than ten percent (10%), reifencom shall release securities at reifencom’s choice at the request of the B2B customer.

5. Claims for defects

5.1. The rights of the B2B customer in the event of material defects and defects of title (including incorrect and short delivery as well as improper fitting or faulty fitting instructions) shall be governed by the statutory provisions, unless otherwise specified below.

5.2. The B2B customer shall carefully examine the delivered goods for their contractual quality immediately upon receipt, even if samples or specimens had been sent beforehand. The delivery shall be deemed approved if a notice of defect is not received by us within ten (10) calendar days after receipt of the goods or, if the defect was not recognizable during the inspection, within ten (10) calendar days after its discovery, in writing or by fax with an exact description of the defect. Notices of defects must always be sent directly to reifencom. In the event of a breach of this obligation to give notice of defects, the assertion of claims for defects shall be excluded in this respect.

5.3. In the event of justified and timely notification of defects, reifencom shall initially provide the B2B customer with supplementary performance by means of repair or replacement at reifencom's choice. We reserve the right to refuse both types of supplementary performance if they are only possible at disproportionate cost.

5.4. If the supplementary performance fails or if the period to be set by the B2B customer for the supplementary performance has expired without success or is dispensable according to the statutory provisions, the B2B customer may demand a reduction of the purchase price (price reduction) or rescission of the contract (withdrawal) and, in the event of a breach of contract by reifencom, compensation in accordance with points 6.1. to 6.5. In the case of only minor defects, the B2B customer shall not be entitled to withdraw from the contract. The B2B customer shall exercise a right to choose between a reduction of the purchase price and withdrawal within a reasonable period of time. This period is usually two (2) weeks.

5.5. The general statute of limitation for all claims arising from material defects and defects of title shall be one (1) year, beginning on the day the goods are handed over to the B2B customer. This reduction of the limitation period shall not apply in the event of supplier recourse and not in the event of fraudulent intent or the absence of a quality guaranteed by reifencom. In these cases, the statutory limitation provisions shall apply exclusively.

6. Liability

6.1. reifencom GmbH is liable without limitation for injury to life, physical injury or damage to health resulting from neglect of duty by reifencom GmbH, a legal representative of reifencom GmbH, or vicarious agents, as well as for any damages that result from the lack of any characteristics guaranteed by reifencom GmbH.

6.2. reifencom GmbH is liable without limitation for damages that are caused by reifencom GmbH, a legal representative of reifencom GmbH, or vicarious agents with intent or due to gross negligence.

6.3. reifencom GmbH shall be liable in case substantial contractual obligations are injured due to slight negligence, limited to amounts typical for foreseeable damages and except in cases outlined by paragraphs 6.1. and 6.5. Substantial contractual obligations are those obligations which enable correct execution of the contract and which a contractual party may regularly expect to be adhered to.

6.4. All additional liability for compensation of damages is excluded, especially liability without fault.

6.5. Liability according to the product liability act remains unaffected.

6.6. The limitation period for claims for damages is one year, except in the cases of points 6.1., 6.2. or 6.5.

7. Default

7.1. Should the B2B customer be in delay of payment, we reserve the right to charge the B2B customer for the fees of necessary reminders, unless the customer is able to prove that these fees were not incurred by us at all or that these fees are significantly less than valid payment reminder fees. The reminder fees are 5.00 € for the first reminder and 10.00 € for the second reminder.

7.2. We are further entitled to claim an interest of nine (9) percentage points above the base rate of interest in case of default.

7.3. The enforcement of further damages caused by default is not excluded through the enforcement of reminder fees and/or interest receivable according this clause 7.

8. Term and termination

8.1. The contract on the use of the B2B shop by the B2B customer is concluded for an indefinite period.

8.2. The contract on the use of the B2B shop by the B2B customer can be terminated by the B2B customer at any time with effect from the end of a calendar month. Liabilities incurred during the term of the contract on the use of the B2B shop by the B2B customer remain valid beyond the termination of the contractual relationship.

8.3. The contract concerning the use of the B2B shop by the B2B customer may be terminated at any time and immediately by reifencom for at least the alternative presence of the following reasons:

(a) Despite repeated requests, the B2B customer does not pay his invoices or outstanding debts to reifencom.

(b) The B2B customer breaches his/her obligations under these B2B GTC several times or in a gross manner.

(c) reifencom stops the operation of the B2B shop.

8.4. The right to extraordinary termination for good cause in accordance with the statutory provisions remains unaffected by this point II.8.

8.5. Any termination must be in writing.

9. Final provisions

9.1. Place of performance and jurisdiction for all obligations from the contractual relationships between reifencom and the B2B customer is Hanover.

9.2. The law of the Federal Republic of Germany shall apply to these B2B General Terms and Conditions to the exclusion of the UN Sales Convention and international private law.

9.3. Transfers of rights and obligations of the B2B customer under the contract require the written consent of reifencom.

9.4. If any provision of these B2B GTC is or becomes invalid, ineffective, inoperable or unenforceable in whole or in part (hereinafter each an "Incorrect Provision"), the validity and enforceability of the remaining provisions of these B2B GTC shall not be affected by this. reifencom and the B2B customer undertake to agree on a provision in place of the Incorrect Provision which, within the scope of legal possibilities, comes as close as possible to what they would have agreed upon under the meaning and purpose of this contract if they had recognized the incorrectness of the provision.