General Terms and Conditions ("GTC") of Mercedes-Benz AG for the Provision of Price and Parts Master Data via the Integrated Pricing System ("IPS") Online – exclusively for use with entrepreneurs who are acting in the capacity of their trade or independent business activity when concluding the contract.

1.                 Scope of Validity

Mercedes-Benz AG provides price and parts master data via the IPS Online system in order to enable users to access this price and parts master data. Users within the meaning of these GTC are all parties authorized by Mercedes-Benz AG to use the IPS Online system through this contract.

The following Terms and Conditions apply exclusively to all services provided by the GCSP/BWP unit of Mercedes-Benz AG in connection with the provision of price and parts master data for the parts and accessories segment of all Group brands. General terms and conditions of the user will not become part of this contract, even if they have not been contradicted.  

2.                 Duty of Confidentiality When Accessing Price Data Valid in the Future

2.1       When using IPS Online, some users have the option to request access to Mercedes-Benz AG's internal price and parts master data that has not yet reached its validity date and is therefore highly sensitive. These users undertake to use this price and parts master data only in internal operations and not to pass it on – not even in the form of excerpts.

2.2       The authorized DMS providers that use IPS Online, and whose dealer management system is used by authorized service partners of Mercedes-Benz AG, may forward the price and parts master data to this dealer management system of the authorized service partners specified above. Mercedes-Benz AG will inform the authorized DMS providers about the authorized service partners to which the price and parts data may be forwarded. 

2.3       The user will also impose the obligations under this Section 2 on their employees to the extent permitted by law. Passing on of price and parts master data in breach of the contract, before it has become valid, will be sanctioned with the initiation of legal action by Mercedes-Benz AG.

3.       Registration and General Conditions of Use

Use of all the functionalities of IPS Online requires one-time user registration on the website https://ips-online.ips-prod.gspp-eu.aftersales.mercedes-benz.com and compliance with the minimum technical requirements that are specified upon registration. For the registration, the data required for the execution of the contract, such as the user name, email address, name of the organization with associated address data, as well as other required data, must be provided in full and truthfully. As part of the registration process, Mercedes-Benz AG will check, for example, whether an After-Sales authorization exists and, if so, which one, and this determines which product ranges can later be made available to the user in IPS Online. The password and user name will be sent to the user by IPS Online Support after registration. In this context, Mercedes-Benz AG reserves the right to decline a registration request without specifying reasons. If the user would like to receive the price and parts master data in the context of their orders via CFT directly to a target directory, this must be requested separately via e-mail to GSP-Pricing-Communication@mercedes-benz.com after successful registration with GCSP/BWP.

4.         Configuration of Price and Parts Master Data, Order Processing and Contract Conclusion

4.1        The user will be granted the right to use IPS Online for one calendar year at a time. The right to use applies as a matter of principle from January 1 to December 31 of the year in question. This agreement on the one-year right to use comes into effect when Mercedes-Benz AG informs the user of the terms and conditions for the coming year by e-mail and the user fills out the order form and pays the fee for one year of use on time.

4.2       The provision of product ranges in IPS Online is always based on the After-Sales authorization applicable to the user. Mercedes-Benz AG reserves the right to provide a different configuration insofar as this is reasonable for the user. 

4.3       During the one-year duration of their right to use, the user can order the files with the price and parts master data using the relevant order button on the left in the navigation menu. To do this, the user must first configure the desired files with the price and parts master data. Configuration of the desired files with the price and parts master data is done according to product range, format and scope using the "Edit" button.

Once the user has completed the configuration and clicked on "Next," the user can review all the order information as a second step before completing the ordering process by clicking on the "Place order" button. By sending off the order in IPS Online, the user makes a binding offer to enter into a contract with Mercedes-Benz AG.

4.4       Immediately after receipt of the order, the user will be sent an e-mail with an order confirmation and the contract is considered to have been concluded. The user will receive this order confirmation at the e-mail address they have provided.

4.5       The user can view further order processing details at any time using the "Help" button on the left in the navigation menu in IPS Online.

5.                 Provision of Price and Parts Master Data

The files with the price and parts master data ordered by the user in IPS Online will be made available for collection in IPS Online. This usually happens within 24 hours after ordering. Retrieval of the ordered file by the user is possible after receipt of the electronic transfer notification by e-mail and is the responsibility of the user. If corresponding authorization has been given, the ordered file will be sent directly to the user's target directory via CFT.

6.                Remuneration and Payment

6.1 The user will bear the costs for using the system and for the regular updates provided by Mercedes-Benz AG. The costs will be calculated in accordance with the valid price lists and shall be paid in a cashless manner.

The costs are generally invoiced in advance in Q3 of the current year for the following calendar year, unless different terms and conditions for invoicing have been agreed on.

The costs in each case pertain to one calendar year. Whether and for how many months the user uses the system is not relevant. For example, a user who does not use the system at all or only for one month will also be charged the annual price in advance. There are no pro rata refunds.

Unless agreed otherwise, all payments must be made by the due date specified on the invoice. The payment is considered to have been made as soon as it has been credited to the account specified on the invoice. No additional costs will be charged for the individual orders as per Section 4.2.

The user must, without undue delay, obtain all regulatory and other approvals required for making payments to Mercedes-Benz AG and for paying all required taxes and fees and maintain them on a continuous basis.

All bank charges and fees are to be covered by the user.

6.2 The parties will endeavor to take all measures in accordance with national law and any treaty on the avoidance of double taxation in relation to income tax and wealth tax to achieve a possible reduction in or exemption from taxes that might become payable in connection with this contract.

6.3 All taxes and fees of any kind whatsoever payable in connection with payments made by the user and imposed on Mercedes-Benz AG by the German tax authorities will be borne by Mercedes-Benz AG. All taxes and fees of any kind whatsoever in connection with payments made by the user and imposed or to be paid in their country of residence will be borne by the user. The preceding sentence does not apply to income taxes that are imposed or to be withheld in accordance with national law and a possible double taxation treaty.

6.4 Insofar as the user is required by national law or a possible double taxation treaty to withhold at source taxes on the payments made under the terms of this contract, the user will do everything within their power to ensure that the payment made to Mercedes-Benz AG is taxed at the reduced withholding tax rate specified by national law or by a possible double taxation treaty at the time when such payment is made.

6.5 Insofar as the user is required to withhold and deduct taxes on the payments made under the terms of this contract, the user will – without culpable delay – submit to Mercedes-Benz AG the original withholding tax receipts issued by the domestic tax authority and any other documents that specify Mercedes-Benz AG as the taxpayer and show the amount of tax paid, the tax law and the legal regulation on which such tax payment is based, the tax rate or the basis on which the tax payment was assessed, and the date on which the tax was paid.

6.6 If the withholding tax receipts of the tax authority and the documents are issued in a language other than German or English, the user agrees to have the documents translated into German or English at their own expense at the request of Mercedes-Benz AG and to have the accuracy of such translation certified either officially or by a notary.

6.7 The specified and agreed prices are net prices that do not include VAT. They are given in euros and may be increased by the respective national VAT or other indirect taxes to be added in each case. If an exemption from VAT or other indirect taxes depends on further preconditions, Mercedes-Benz AG will be entitled to charge a corresponding VAT amount or VAT deposit amount as security, which will be refunded without interest after the preconditions have been verifiably met, e.g. receipt of proper documentation or evidence.

A service beneficiary established in the EU must provide its valid VAT registration number as issued by the country in which it is established or, if the service is supplied to a permanent establishment of the service beneficiary, the VAT registration number of the EU member state in which the permanent establishment is located.

6.8 Mercedes-Benz AG reserves the right to withhold or reduce services owed until the invoice has been settled by the user, and to terminate the contractual relationship if appropriate.

6.9 The user may only offset claims by Mercedes-Benz AG if the user's counterclaim is undisputed or if a legally enforceable title exists. This does not apply to counterclaims of the user arising from the same contractual relationship. The user can assert a right of retention only if it is based on claims arising from the same

contractual relationship.

7.                 User Rights, Contract Penalty and Intellectual Property Rights of Third Parties

7.1       The use of IPS Online and the price and parts master data is intended solely for registered users as defined in Section 1.

Mercedes-Benz AG grants the user a simple, non-exclusive and non-transferable right of use for the user's own use, limited to a term corresponding to the term of the contract. . This includes the right to create, republish, translate or modify data from the price and parts master data in order to integrate it into the user's products.

Creation of any copies of the price and parts master data in its original form is prohibited, as is the preparation and processing of the price and parts master data in its original form by the user or by third parties commissioned by the user. This provision also applies to the publication of such information under another name.

7.2. The user undertakes to use IPS Online and the price and parts master data only in their own operations and for their own business purposes, and not to share it with or make it accessible to third parties – not even in the form of excerpts. Any exceptions must be approved by Mercedes-Benz AG in text form.

The user is authorised to share the price and parts master data with affiliated companies.

To the extent permitted by law, the user will also impose these obligations on their employees and affiliated companies.

7.3. In the event that the user breaches the contractual terms and conditions and the data falls into the hands of third parties, irrespective of whether the data recipient or its employees shared the data without authorization, intentionally or negligently, or failed to ensure, either intentionally or negligently, that third parties are prevented from accessing it, a contract penalty of EUR 10,000 is payable for each violation.  This does not affect the right to enforce claims for damages, although such claims will then be offset against the contract penalty.

7.4       Section 2.2 remains unaffected by this Section 7.

8.             Handling of Password and User Name, Use by Unauthorized Third Parties

8.1 The access data provided by Mercedes-Benz AG for the use of IPS Online (password and user name) is intended exclusively for use by authorized users and their employees as defined in Section 1. Any disclosure of the access data to third parties, even if they are part of the authorized group of users as defined in Section 1, is not permitted. Passing on the access data is considered to be misuse. The user is responsible for maintaining the confidentiality of personal access data and must prevent its misuse.

8.2 If the authorized user or their employees become aware of the misuse of access data, Mercedes-Benz AG must be informed without undue delay. Mercedes-Benz AG is entitled to block the access data and IPS Online without delay in the event of misuse.

9. Amendment of Contract

Mercedes-Benz AG reserves the right to amend these terms and conditions for legitimate reasons, particularly for legal, regulatory or security reasons.

The current version of the GTC is available to the user on the login/registration page.

10. Contract Duration and Termination

10.1 The agreement applies for one calendar year (January 1 to December 31) at a time and will not be extended automatically.

10.2 The right to terminate without notice for cause remains unaffected. Cause exists e.g.

· in the event of the discontinuation of IPS by Mercedes-Benz AG,

· in the event of improper use by the user,

· in the event that IPS or parts of it are used, copied, or reproduced without permission or shared with third parties without permission.

10.3 Notice of termination must be made in text form (e-mail is sufficient).

10.4 Following termination of this agreement, the user is not permitted to use any data that may still be in their possession. The user must delete all data in their possession once the contract has ended.

10.5 Should the user terminate this agreement, the costs specified in Section 6 will not be refunded in part or in full.

11.         Compliance with Applicable Law

11.1       The user is obligated not to commit or refrain from any actions that may lead to criminal liability due to fraud or breach of trust, insolvency offenses, offenses against competitors, granting of advantages or corruptibility of persons employed by the user or other third parties. In the event of a breach of this provision, Mercedes-Benz AG shall be entitled to rescind or terminate all legal transactions with the user and to break off all negotiations without notice.

11.2       Notwithstanding the foregoing, the user shall comply with all laws and regulations applicable to the user and the business relationship with Mercedes-Benz AG.

12.             Miscellaneous

12.1    The user may not transfer rights and obligations arising from the concluded contract to third parties, either in whole or in part, without the consent of Mercedes-Benz AG.

12.2    The user may only offset claims by Mercedes-Benz AG if the user's counterclaim is undisputed or if a legally enforceable title exists. This does not apply to counterclaims of the user arising from the same contractual relationship. The user can assert a right of retention only if it is based on claims arising from the same contractual relationship.

12.3    The place of performance and exclusive place of jurisdiction is Stuttgart. These GTC are governed by the law of the Federal Republic of Germany, excluding application of any conflict of laws rules. The application of the standardized United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980, is excluded.