General Conditions of Business

Status: 01.06.2018

1. Scope
These General Conditions of Business in the version actually valid invariably apply for the commercial business relation and all rights and obligations arising thereof or in connection therefrom between Customer and tolltickets GmbH (tolltickets). After the termination of the business relationship, these General Conditions of Business continue to apply until the business relationship is finally settled. Terms and conditions of the Customer shall never form part of the contract, even if tolltickets does not explicitly contradict them.

2. Contract conclusion
2.1 A Customer order constitutes an offer to tolltickets to conclude a purchase contract. If Customer places an order with tolltickets, then tolltickets sends an email to Customer confirming that tolltickets has received his order and listing the details of said order (order confirmation). This order confirmation does not imply that the Customer offer is accepted, but is solely to inform Customer that his order was received by tolltickets. A purchase contract first comes into being when tolltickets sends Customer the ordered product or the toll product to be provided and confirms this dispatch to Customer with a second email (dispatch confirmation). In case the Customers receives the product or goods at a tolltickets pickup station, the purchase contract comes into effect when the customer receives the products or goods. The contract always comes into effect between Customer and tolltickets and not with the pickup station.
2.2 Deliveries and services to the customer are generally made in the name and for the account of tolltickets, which acquires the corresponding delivery or service in advance from its service partners. If in exceptional cases a prior purchase of the respective delivery or service by tolltickets from the respective service partner for legal or actual reasons is not possible, tolltickets mediates the performance of the service partner to the customer (third-party delivery). In this case, tolltickets provides the consideration to the service partner on behalf of the customer and acquires the claim for compensation therefrom towards the customer. The latter applies in particular to the settlement of state-imposed tolls, which are not commercially transferable due to their legal nature. In these cases, the customer instructs tolltickets in his name and for his account to pay the tolls owed by him to the respective toll operator. For this order, tolltickets acquires a claim for reimbursement against the customer, which it collects in its own name from the respective customer. In the event that tolltickets buys the claim from a third-party delivery from the respective service partner against the customer, the customer herewith anticipated agrees to the respective assignment of the corresponding claim of the service partner to tolltickets. The customer is obliged to reimburse toll tickets for the corresponding amounts receivable plus the fees specified in Section 5.
2.3 No purchase contract comes into effect for products eligible for dispatch from one and the same order but which are not listed in the dispatch confirmation. Contract partner is tolltickets GmbH. Customer waives an acceptance declaration.
2.4 tolltickets concludes contracts with customers that are
a) natural persons who are unrestrictedly eligible to enter into obligations, are at least 18 years of age, and with
b) legal persons
domiciled in a country listed under www.tolltickets.com during the registration process (hereinafter “Customer“).
If an offer from an unaccepted participant was accepted by mistake, tolltickets is entitled to declare to Customer within five working days that it withdraws from the contract.
2.5 Customer is obligated to make true statements in the order. tolltickets is entitled to withdraw from the contract if Customer does not make true statements. tolltickets expressly reserves the right to assert damage compensation claims arising from this.

3. Right of revocation, Exclusion of revocation
3.1 Right of revocation
You can revoke your declaration to contract within two weeks without stating reasons by sending a notice of revocation (e.g. letter, online form) or by sending back the item with statement of customer number and order number. The period begins at the earliest when you received the goods and not before receipt of this instruction. The revocation period is observed if the revocation or the item is dispatched in good time.
Revocation by sending back the goods have to be addressed to:
tolltickets GmbH, Kaiserstr. 28, 83022 Rosenheim, Germany
Revocation can be declared online at:
www.tolltickets.com/en/kontakt
or by letter to:
tolltickets GmbH
Kaiserstr. 28
83022 Rosenheim
Germany

3.2 Consequences of revocation:
In case of an effective revocation, the payments received by both parties must be returned and possibly exploited usefulness (e.g. a usage fee for the item) must be surrendered. Customer may have to compensate tolltickets for any loss incurred because Customer is unable to return the received goods to tolltickets wholly or partially or only in a worsened condition. This does not apply for provided items if the deterioration of the item is due solely to examination of it – such as would be possible for Customer in a shop. Customer must bear the costs of returning items. Customer must fulfil obligations to aforementioned compensation payments within 21 days after sending his revocation declaration. tolltickets does not refund any shipment costs. Customer bears the transport risk.
3.3 Exclusion of revocation
There is no right of revocation for distance selling contracts
a) for delivery of goods produced according to Customer specifications (e.g. perforated vignettes, printed emission stickers or parts already installed by Customer) or unambiguously customised or unsuitable to be sent back due to their nature,
b) for delivery of audio or visual recordings or of software if the customer has broken the seal of the delivered data carriers, or
c) for delivery of newspapers, periodicals and magazines.

4. Delivery
Unless stated otherwise, the goods are delivered at the expense of the Customer.
Unless agreed otherwise, delivery is ex-warehouse of tolltickets to the delivery address stated by Customer. Stated delivery periods are non-committal, unless the delivery date was bindingly promised as an exception.
If at no fault of its own tolltickets is unable to deliver ordered goods because the supplier of tolltickets does not fulfil its contractual obligations, then tolltickets is entitled to withdraw from the contract with the Customer. In this case Customer will be immediately informed that the ordered product is not available. Immediately following withdrawal from the contract, tolltickets will refund payments already received from Customer. The statutory rights of Customer remain unaffected.
If a delivery to Customer was not possible due to the fact that Customer was not present at the delivery address stated by him although the delivery date was notified to Customer in good time beforehand, then Customer bears the costs for the failed delivery.

5. Invoicing, Remunerations
Accounting is based on the list prices of tolltickets in effect on the day of the order, the prices of the service partners, and the tolls of the respective toll operator stipulated on the day of service payments. tolltickets generally invoices in Euro (€), but can also demand payment in another currency. tolltickets levies service surcharges and fees pursuant to the respective valid pricelist or prices displayed on the tolltickets website.
Should an annual fee be charged for individual products, this will be due upon conclusion of the contract for the respective product. If the term, be it due to termination or actual circumstances, be shorter than the contractually desired year, so the annual fee is still in full. It is not proportionately reimbursable.
Customer must bear all bank charges incurred for payments in and outside Germany. Cheques are not accepted.
Bank charges incurred as a result of unjustified direct debit protests, reverse direct debits or credit card charge-backs are to be refunded by the Customer to tolltickets.

6. Payment methods, Chargebacks
The payment methods accepted by tolltickets can be found at the following link: www.tolltickets.com. The information reproduced there is an integral part of these General Terms and Conditions.

In the case of an unjustified chargeback by the customer, tolltickets GmbH is entitled to charge all incurred costs to the customer. The charge back in the area of credit card payments are called chargebacks. Depending on the justification of the card-issuing bank (bank of the customer), the processing of a chargeback costs between 25-45 EUR. This also applies to the unjustified reversal of a submitted direct debit (return debit note). The applicable fees vary depending on the place of residence (home country) of the customer and can be up to 20 EUR per transaction. Likewise, we reserve the right to charge the applicable fees in the event of an uncovered credit card or unsecured bank account to the customer. In order to avoid additional costs, we recommend our customers to contact us in advance in case of complaints of any kind by e-mail: collection.fibu@tolltickets.com.

7. Reservation of proprietary rights, Payment obligation of Customer
The payment obligation of Customer is due upon conclusion of contract. tolltickets reserves ownership of the delivered goods until full payment of the purchase price and the other receivables from the business relationship. In the case of late payment, debit collection failure, protested cheques or bills of exchange, the entire claim of tolltickets against the customer becomes immediately due for payment. Additionally tolltickets charges interests in the amount of 8 percentage points over the basic lending rate for the duration of default. This does not affect the assertion of further damages caused by default.
This does not deprive Customer of the right to evidence lower damages. tolltickets is entitled to demand adequate financial securities from Customer.

All invoices can be viewed and checked by the customer after being created at https://my.tolltickets.com/mytolltickets. An exception to this payment agreement is only possible between tolltickets and the customer and requires a prior written agreement.

The automatic settlement of all due invoices takes place immediately after the invoice has been created. The outstanding amounts are settled according to the payment method chosen by the customer on the website. If billing with the deposited means of payment is not possible and an error occurs, the customer will be notified separately via e-mail.

If the customer does not comply with the request to check or update the payment data in his customer portal, the process automatically goes into the dunning process. In the dunning process, all open transactions of the customer are immediately due.

The further non-payment of outstanding debts may result in a suspension of the toll device. Costs incurred for this lock must be borne by the customer and reimbursed to the toll tickets. The assumption of these costs, € 30.00 per box, does not exempt the customer from the obligation to return the toll product.

If all attempts of tolltickets to ask the customer for payment, remain unsuccessful and the customer there is no justifiable explanation of the customer, the tolltickets GmbH reserves the right to transfer the claim to an external collection agency.

tolltickets cooperates in the field of debt recovery with the Creditreform, which further enforces the claim against the customer. After a transfer to Creditreform, the payment, including the costs incurred, must be paid by the customer to Creditreform.

Please note that a transfer to the collection agency can have a negative impact on your credit rating.

The communication between tolltickets and the customer takes place in the dunning process by e-mail to the customer’s e-mail address. The customer is basically required to keep his data up-to-date in his customer area.

8. Invoicing
The delivered goods, as also the received services and goods registered by means of electronic products, are considered as received when arriving at the Customer. Customer shall examine the tolltickets invoices immediately and must notify protests in writing with statement of all protested data in the invoice and the complete reasoning for his complaint; otherwise, any protest is excluded and the invoice balance is considered as approved, unless examining the invoice was impossible by no fault of Customer.

9. Warranty claims
9.1 tolltickets assumes liability for material defects relative to the individual goods ordered from tolltickets, but not for material totalities, unless this is explicitly thus agreed with Customer.
9.2 Liability for material defects cannot be assumed for deficiencies caused because Customer uses the goods improperly or imposes an above average strain on them, or for parts subject to wear.
9.3 The statutory periods of limitation for warranty claims apply for defects of the ordered goods. A manufacturer guarantee does not impair the warranty claims.
9.4 Complaints due to quality and/or quantity of the goods/services must be notified to tolltickets at www.tolltickets.com/en/kontakt within two days following receipt of the goods/services, and within 24 hours following discovery of unrecognisable defects, with statement of the customer number, order number, name of the article concerned, as well as a description of the defect. Otherwise, the goods/services are considered as approved. The statutory provisions apply in case of a defect in the purchase item. These claims of Customer may not be assigned.
9.5 tolltickets is under no compulsion to deliver. tolltickets cannot be held liable for force majeure, non-delivery from suppliers, other unforeseen occurrences and for changes in the technology/processes of suppliers, toll operators and service partners rendering the delivery impossible or difficult.
9.6 tolltickets owes compensation for damages only in case of wilful conduct or gross negligence. This limitation of liability does not apply for damages of life and limp.
9.7 tolltickets is not liable for damages not suffered by the delivery item itself; tolltickets is especially not liable for lost profits or other economic loss suffered by Customer.
9.8 The regulations set out in this section reflect the full scope of liability of tolltickets, its management, employees and legal representatives. Further-reaching liability is excluded.

10. Data processing
10.1 Orders are handled at tolltickets and service partners using automated data processing. Customer herewith grants his explicit approval to the processing of data becoming known to tolltickets within the context of contractual relationships and necessary for order settlement. Customer moreover agrees that data received by tolltickets from the business relationship with Customer may be also be used by tolltickets and processed to its service partners for business purposes in the meaning of the Federal Data Protection Act.
10.2 For the purpose of investigating the creditworthy of Customer, tolltickets reserves the right to procure Customer information to credit reporting agencies or credit insurance agencies and – restricted to cases of non-contractual settlement such as e.g. dunning notice for uncontested receivables, issued enforcement notice, compulsory enforcement measures – to report data to said agencies. Data is only communicated inasmuch as necessary to safeguard justified interests of tolltickets and if this does not impair protectable concerns of Customer. tolltickets will observe the relevant applicable provisions of data protection law.
10.3 tolltickets invoices in electronic form. The invoice is provided to Customer at https://my.tolltickets.com/mytolltickets for download, unless stated otherwise in the individual contractual agreement. Customer is will not separately informed when a new invoice is made available. If Customer demands special invoicing in form of paper invoices, tolltickets is entitled to charge an additional EUR 4.00 net for each paper invoice supplied.
10.4 Customer accepts the electronic form instead of paper invoices and acknowledges the electronic form as legally binding.
10.5 The invoice data are held available for retrieval up to 6 months after contract conclusion. Afterwards Customer has to request the specific invoice by sending a written request to tolltickets.
10.6 Customer has to enter a personal user ID, a password and an email address und which he is available as prerequisites to access its Customer data. Customer must keep his legitimisation data secret (especially user ID and password) in a secure place, and must change these data immediately or have them changed by tolltickets if Customer suspects that unauthorised third parties have gained knowledge thereof.

11. Notifications
Customer is obliged to promptly notify tolltickets of changes of address and his legal relations. If customer fails to observe this obligation he has to hold harmless tolltickets of any damage caused therefrom.

12. Choice of law
The legal relationships between tolltickets and Customer and this General Conditions of Business shall be governed by the material laws of the Federal Republic of Germany and the German version of these General Conditions of Business. CISG (United Nations Convention on Contracts for the International Sale of Goods) is explicitly excluded.

13. Setoff and right of retention
Customer is only entitled to setoff if his counterclaims are established with lawful finality or are accepted by tolltickets. Customer is not entitled to any right of retention.

14. Ancillary agreement
Side agreements must be made in writing. This also applies for setting aside this written form requirement.

15. Changes of this General Conditions of Business
Customer will be informed in writing (email is sufficient) of changes to the tolltickets General Conditions of Business. If customer does not contradict within three days as of receipt of the change notification or by virtue of using the electronic toll products after having receipt the change notification, Customer acknowledges the new version of the General Conditions of Business.

16. Jurisdiction
Place of jurisdiction for all disputes from the business relationship – also after it has ended – is Traunstein (Germany), this also applies if Customer is a legal person under private or public law or is a public special fund.

17. Severability clause
If a provision of these General Conditions of Business is invalid, this shall not impair the validity of the other provisions.

Special Conditions for Toll Products provided by tolltickets GmbH

Status: 01.05.2018

1. Background
1.1 tolltickets provides toll products to Customer for (electronic) toll collection.
1.2 The General Conditions of Business of tolltickets apply initially for all business relationships between tolltickets and Customer, supplemented and partially modified by the following Special Conditions.

2. Custody and return of the toll products
The toll products remain the property of tolltickets or of the respective toll charger. The toll products must be kept and treated with due care by Customer and his vicarious agents and may not be sold. After validity expired, further use is prohibited, the business relationship ended or if the toll products become invalid or damaged, the toll products (and pertaining accessory materials) have to be returned to tolltickets immediately at the expense of Customer. Customer has no right of retention regarding the toll products.

3. Right to use toll products
3.1 Changes of registration plate number or vehicle and damages to toll products must be immediately reported to tolltickets at https://my.tolltickets.com/mytolltickets. If required Customer receives a replacement product in short time. Customer has to compensate tolltickets for a damaged toll product according to the pricelist.
3.2 Use of the toll products by persons other than Customer or his vicarious agents or for vehicles other than those registered is not permitted.
3.3 tolltickets may at any time demand the names and addresses of the persons to which Customer has given the toll products for use.
3.4 The unauthorised use of toll products can be prosecuted as fraud or as credit card misuse pursuant to respective national jurisdiction of the country the toll product is used for and is punishable by imprisonment or cash fine.

4. Toll product loss and Customer liability
4.1 If a toll product is stolen, lost or is otherwise misplaced, this must be reported immediately to tolltickets with statement of the circumstances leading to the loss. In case of loss or theft, an affirmation in lieu of oath must be submitted within 14 days, which can be downloaded at https://my.tolltickets.com/mytolltickets. In case of theft, a police report (copy of the notification to the police) must also be submitted to tolltickets. Furthermore, a clearly legible copy of the personal ID card must also invariably be sent to tolltickets.
4.2 Customer has to compensate tolltickets for the lost, stolen, destroyed or incompletely returned toll product pursuant to the pricelist.
4.3 In case of loss, theft, destruction or accident, Customer is obligated to immediately submit a blocking request for the respective toll product at https://my.tolltickets.com/block. Customer is liable for all damages caused by misuse of the product until the blocking is activated.
4.4 Customer is liable for damage or misuse of the toll product, unless he and the entitled user have taken all reasonable precautions against use in breach of contract or against product misuse and whereby the onus of proof is on Customer. Customer is deemed to have not taken all precautions that can be reasonably expected of him if the misuse of the toll product was eased or rendered possible by him, if the toll product was not kept carefully, if the theft or loss notification was not forwarded to tolltickets immediately after discovery or if the toll product was given to third parties or subcontractors without proper authorisation.
Customer is liable for breaches of duties of care by persons to whom he has given the toll product.
4.5 Liability in case of improper return
At the instruction of tolltickets, electronic toll products must be packed in special mailing bags for shipment. When the product is delivered, these mailing bags must be kept and reused for returning the product. A new mailing bag must be purchased from tolltickets if the original mailing bag is damaged or no longer available.
4.6 Retrieval of a toll product after loss
A toll product reported as misplaced may no longer be used after it is found again. By sending back the toll product, the fee for losing the toll product may be partly refunded against return of the toll product to tolltickets. If the fee is refunded depends on the individual case.

5. Financial Security
5.1 Providing financial securities
tolltickets may at any time demand that a financial security is provided for all claims from the business relationship and which adequately secures its risk, especially in view of the number of toll products provided, the monthly toll turnovers per toll product and the sector in which Customer operates, the procured credit standing information about Customer and other risk assessment indicators.
5.2 Increasing financial security
tolltickets may demand at any time that financial securities are increased if circumstances come about or become known which justify a higher risk assessment, especially if
a) the monthly toll turnover rises,
b) debit collection protests, recharges or credit card chargebacks happen or if otherwise invoices are not settled at due time, unless Customer is not liable therefor,
c) the economic circumstances of Customer change or threaten to change for the worse, especially if the information procured about Customer worsen significantly or if other risks have increased according to the underlying risk assessment indicators.
5.3 tolltickets shall allow Customer an appropriate period of time (regularly 14 days) to subsequently provide or increase the financial security. tolltickets is entitled to exercise its right to termination without further notice if Customer fails to fulfil his obligation to provide or increase the financial security within the aforementioned period of time.
5.4 Financial security in the form of cash security must invariably be provided in advance and are not interest-bearing.
5.5 Unless agreed otherwise, separate financial securities must be provided for each toll product provided.
5.6 Customer has to timely extent financial securities through credit card authorisation pursuant to the tolltickets pricelist at regular intervals at https://my.tolltickets.com/mytolltickets. If the toll product is neither given back, nor the term extended nor a new credit card deposited before the time periods stated in the pricelist expire, then tolltickets shall collect the financial security for itself and the toll product is blocked.
5.7 The actual receipt of the toll product by tolltickets is decisive for the return.
5.8 In cases of payment irregularities, debit collection protests, recharges or credit card chargebacks, tolltickets is entitled to the financial security in full and block the toll product.
If a credit balance from the financial security remains after all toll transactions by the toll operators and services have been settled, this is refunded to the Customer within the third month after the toll product is returned.
5.9 A service charge pursuant to pricelist is levied for collecting the financial security provided through credit card.
5.10 Sureties and guarantees
Instead of cash securities and credit card authorisations, tolltickets may also choose to accept unconditional, absolute guaranties unlimited in time issued by banks and in which the guarantor waives release by way of deposit and obligates himself to pay on first demand.

6. Terms of payment
6.1 Remunerations dependent and independent of usage are levied gradually in the form of instalments on account depending on the actual toll volume, accounting cycles of the toll operators and the service charges incurred.
6.2 Levied remunerations are due immediately.
6.3 Customer authorises tolltickets to collect all remunerations due within the scope of the contract relationship via the means of payment stated for the respective product.
6.4 In case of participation in the SEPA direct debiting process, the due date of payment (day of debiting and amount) is communicated to the customer by pre-notification in the form of the bill issued, at the latest, three days before due date, using the most low-cost method (by email).

7. Invoicing
tolltickets prepares an electronic invoice for all its deliveries and payments, respective of Customer’s instalment payments on account – depending on product, term and turnover – quarter yearly, yearly or at the latest after the toll product is returned and all open items are accounted. The invoice is considered as delivered as soon as it is made available to Customer for download at https://my.tolltickets.com/mytolltickets.
Independent of the currency in which the delivery note/debit voucher is issued or – especially in non-voucher use – the currency in which the delivery or service is offered and used, tolltickets accounts the receivables given from this in the currency of the country in which the service is performed (toll context), unless another currency is agreed for settling the invoice. The VAT rate of the toll context in effect on the respective transaction day is applied and displayed in the invoice. All prices are based on the Euro currency. If offers or contract offers of tolltickets display another currency than Euro, additionally the respective daily exchange rate in Euro will be shown. If the effective exchange rate at the time of delivery of the toll product differs more than 5 % from the exchange rate of the day of the Customer’s order, tolltickets reserves the right to adapt the foreign currency price according to the change in the exchange rate. If the order just displays Euro currency the displayed prices are fix prices.

8. Usage prohibition, toll product blocking and termination right of tolltickets
8.1 tolltickets may – also without stating reasons – prohibit at any time with appropriate notice Customer from using the toll products, block the toll products at the service partners and/or end the business relation with Customer (termination).
8.2 If good cause is given that further use of individual or all toll products and/or continuation of the business relationship, also with due consideration of the justified concerns of Customer, is unreasonable for tolltickets, then tolltickets may without notice with immediate effect or, at tolltickets’ choice, at short notice prohibit use of the toll products, block the toll products at the service partners and/or extraordinarily terminate the business relationship with Customer (termination). Good cause is especially the case if
a) Customer has made incorrect statements about his financial situation which were of considerable importance for tolltickets in its decision to enter into the business relationship,
b) Customer does not fulfil his obligation to provide, prolong or increase financial security or due to another agreement within the time period stipulated by tolltickets,
c) debit collection protests or credit chargebacks happen or other due invoices are not paid, unless Customer is not liable therefor,
d) the debit collection authorisation or debit booking order is revoked,
e) application is filed for insolvency proceedings on the assets of Customer,
f) the financial situation of Customer deteriorates or threatens to deteriorate significantly, especially if the information procured about Customer significantly deteriorates and the fulfilment of obligations to tolltickets is thereby at risk,
g) a toll product was given to an unauthorised third party, or
h) there is reason to suspect that a toll product is misused,
i) Customer contradicts a contract transfer.
8.3 Customer has to return the toll products to tolltickets immediately following a prohibition of use and/or ending of the business relationship and/or blocking.

9. Termination right of Customer
9.1 Unless stated otherwise in the respective offer, the contract prolongs automatically by a term extension of Customer at https://my.tolltickets.com/mytolltickets pursuant to pricelist.
9.2 The contractual relationship can be terminated at any time in observance of the initial minimum contract term according to pricelist by sending back the product.
9.3 Actual receipt of the toll product by tolltickets is decisive for the moment of termination.
9.4 tolltickets is entitled to collect incurred and not yet accounted toll transactions and service charges via the stated means of payment for up to 6 months following termination or return of the toll product.
9.5 Provided financial guarantees will first be released after all toll transactions by the toll operators and service charges have been accounted, but at the latest three month after the toll product is returned.

10. Warranty claims
Customer is aware that the toll products provided have been used before and may therefore show traces of wear.

11. Contract transfer
11.1 tolltickets is entitled to transfer the contract between tolltickets and Customer to a service partner.
11.2 Customer will be informed in writing of changes in the contractual relationship. The Customer is deemed to be agreed to the change if he does not object in writing to the change within two weeks after it is notified. By virtue of using the toll product after receiving notification of the change, Customer directly acknowledges the new version of the contractual relationship. tolltickets will indicate this in the change notifications.
11.3 All provided collateral (cash securities, sureties and guaranties) transfer to the new contract partner.

12. Other provisions
Our toll products are additionally subject to the respective terms and conditions of business of the toll operators and which can be found at the respective Internet websites. A manual with the title “General operating instructions toll boxes” ruling and explaining the usage of the toll products in general and a special instruction of usage for the specific toll product provided accompany every delivery from tolltickets to Customer. Customer is obliged to follow and observe the instructions laid down in the manual and the special instructions and the toll products accordingly.