ANNEX ISupplementary provisions
>TABLE> Source: Reply given by General Motors Europe dated 18 December 1998 to the request for information from the Commission dated 4 December 1998 ANNEX II >TABLE> Source: Report: Car prices within the European Union, European Commission, Competition Directorate-General. ANNEX III OPEL Opel Nederland Sliedrecht, 24 October 1996 To all Opel dealers in the Netherlands Subject: Sales to end users abroad We felt it necessary to draw your attention to the main rules governing the sale of new Opels to end users abroad. The basic principle is that you are quite free to determine which end users you sell an Opel to, and at what price. The Dealer Sales and Service Contract (Article 2.4.4.1) goes into this subject in greater depth. End users may also use the services of an intermediary. Prior to the sale, intermediaries should provide the dealer with a written authorisation signed by the end user. The sale should be effected in the name and on behalf of the end user. The order form, invoice, guarantee and any other documents relating to the sale should be made out in the name of the end user. According to the Opel Dealer standards, delivery should be effected within the dealer's area. As you are aware, sales to unauthorised retailers or to persons not resident in the European Union, Iceland, Liechtenstein or Norway are not permitted. In this connection, we wish to bring the following to your attention. As a customer, an end user is entitled to Opel Assistance. However, when you sell a Dutch Opel to an end user resident abroad, you should bear in mind that the assistance provider will refuse to provide assistance in cases where the country of issue of Opel Assistance and the country of registration are not the same. In such cases, you will have to declare the Opel in question to the foreign assistance provider and pay a premium where required. Opel Nederland does not refund the amount charged for Opel Assistance. As regards the date of entry into force of the guarantee on these cars, please note that in the case of retailed cars, the retail date generally marks the start of the guarantee period. The retail date is replaced by the date on which the car is registered. In cases where the car is registered abroad, you should, where necessary, send a copy of the original registration to the relevant Opel organisation abroad, which will then amend the date of entry into force to the date on which the car was registered abroad. OPEL NEDERLAND BV (Signed) W. de Heer Director of sales and marketing ANNEX IV OPEL Opel Nederland Sliedrecht, 12 December 1996 To all Opel dealers in the Netherlands For the attention of the management Subject: Conditions for dealers regarding sales of new vehicles to retailers and via intermediaries During our recent presentations of the new Dealer Sales and Service Contract between 27 November and 9 December 1996, we also discussed sales to foreign end users. As promised at the time, here is the new version of the aforementioned conditions. This document builds on the guidelines which we sent you on 1 February 1993. A summary was sent on 24 October 1996. Should you have any questions regarding these conditions, please do not hesitate to contact the Dealer Organisation and Development Department. OPEL NEDERLAND BV (Signed) W. de Heer Director of sales and marketing Conditions for Opel dealers regarding sales of new vehicles to retailers and via intermediaries Sales to unauthorised retailers Opel believes that only authorised dealers can guarantee that the level of service provided to customers will meet their expectations throughout the lifetime of the car. Accordingly, Article 2.4.4.1 of the Additional Provisions of the Dealer Sales and Service Contract ("the Dealer Contract"), states that official Opel dealers may not sell new cars to unauthorised retailers. In the new Dealer Sales and Service Contract, valid with effect from 1 January 1997, this is Article 2.3.4.2 of the Additional Provisions. A retailer is anybody who purchases a new car with a view to resale and proceeds to sell it on. Only official Opel dealers are authorised retailers; all other retailers are unauthorised. Sales via intermediaries End users are free to buy new cars via intermediaries. With a view to maintaining the distribution system, however, it is vital for Opel that the intermediaries used by end users are properly authorised and do not act as unauthorised retailers. The Dealer Contract places restrictions on the sale of new cars via intermediaries with a view to preventing intermediaries from acting as unauthorised retailers. In particular, Article 2.4.4.1 of the Additional Provisions of the Dealer Contract specifies that a dealer may sell a new car to an end user who uses the services of an intermediary only on condition that he [the dealer] receives the following: - the end user's original authorisation in writing, and; - any other information which Opel may reasonably require. Purpose of these guidelines These guidelines provide an overview of the information that the dealer must obtain pursuant to Article 2.4.4.1 of the Additional Provisions of the Dealer Contract with a view to preventing the sale of new cars to unauthorised retailers. Requisite documents Before accepting a customer order Before accepting a customer order, the dealer should obtain the following from the intermediary: - a copy of the end user's passport, identity card, driving licence or other ID and, if that document does not indicate his place of residence, a copy of his residence permit, - confirmation in writing that the transaction between the intermediary and the end user is transparent and that the intermediary will pass on to the end user the benefits he acquires in the course of negotiations with the dealer, - an original authorisation in writing signed by the end user. The authorisation should be recent and must comprise the following information: - a declaration by the end user authorising the intermediary to effect the purchase and, if appropriate, to receive a given new car on behalf of the end user, - the name, full address and telephone number of the end user and the intermediary and, if the intermediary is a company, its registration number in the trade register, and - the new car's complete specifications, in particular the size of the engine, the colour, upholstery and any options. The authorisation must be legally enforceable. For that reason, it must comply with all the relevant legal conditions. In some countries, that entails drawing up a notarial deed. If the end user or intermediary resides abroad, the authorisation should comply with the legal conditions applicable in the countries in which the dealer, the end user and the intermediary are resident. If the authorisation is drawn up in a language which the dealer does not know, he should request an accurate and comprehensive translation. If the end user or intermediary resides in a country which is not a member of the European Union or part of the European Free Trade Association, the dealer should not proceed with the sale, which would be incompatible with Article 2.4.4.1 of the Additional Provisions of the Dealer Contract. Sales documents The sales contract should be drawn up by the dealer and the intermediary in the name and on behalf of the end user. The order form, invoice, guarantee and any other documents relating to the sale should be made out in the name of the end user. Delivery of the car The car should be delivered to the intermediary only if he has been authorised to receive it by the end user. If the end user has not authorised the intermediary to receive the car on his behalf, the dealer must deliver the car direct to the end user. After the sale To enable Opel to monitor sales effected via intermediaries, the dealer should provide it with the following information after each sale: - the name, full address and telephone number of the end user, - the name, full address and telephone number of the intermediary and, if the intermediary is a company, its registration number in the trade register, and - the new car's complete specifications, in particular the size of the engine, the colour, panelling, any options and the chassis number. Storage of documents As provided for in Article 2.4.4.1 of the Additional Provisions of the Dealer Contract, the dealer should keep all authorisations as well as the documentation and other information for at least three years after the new car is delivered. At Opel's request the dealer will examine the authorisations, documents and other information together with Opel. Unacceptable practices In general, intermediaries are free to determine their business relations with dealers. However, Opel will consider intermediaries as unauthorised retailers if they obtain conditions from a dealer which are not in line with market principles. In addition, an intermediary will be regarded as acting as an unauthorised retailer if he: - concludes a purchase agreement with a dealer for new cars, or - obtains reductions from a dealer which are not usual in the dealer's sector for sales to end users. If a dealer sells more than 10 % of his annual turnover of new cars via a given intermediary, Opel will assume that the intermediary is acting as an unauthorised retailer, and will carry out an audit of the dealer accordingly. By carrying out test purchases of new cars via intermediaries, Opel has established that unauthorised retailers use certain practices to buy and sell new cars. These practices include the following: - The unauthorised retailer uses a forged authorisation. In reality, the unauthorised retailer buys new cars for himself with a view to resale. The authorisation is either (a) drawn up by the signatory for a purpose other than the purchase of a new car or (b) drawn up by the signatory for a new car which had already been purchased by, and delivered to, the signatory or (c) drawn up by the signatory as an attestation for services provided by the unauthorised retailer which do not involve the purchase of a new car or (d) forged by the unauthorised retailer. - The unauthorised retailer orders a new car from the dealer on the basis that the car is to be used for his leasing or car-hire company. In practice, the car is offered for sale to the general public as a new car or supplied to an unauthorised retailer for resale. If it comes to Opel's attention that a dealer has sold new cars to an intermediary or an unauthorised retailer which purchases and sells on new cars, it may carry out an audit of the dealer and request him to cease sales of new cars via that intermediary or to the unauthorised retailer. Consequences of non-compliance Dealers must ensure that new cars are not sold to unauthorised retailers. If a dealer sells a new car to an unauthorised retailer, Opel can terminate the Dealer Contract pursuant to Article 4.1.2 of the Additional Provisions. Opel can also recover the amount of any claim, compensation, reduction or other payment made by it to the dealer for each car sold to an unauthorised retailer. In accordance with the above, dealers must take extreme care when selling new cars via intermediaries and to what may be unauthorised retailers. In particular, dealers should carefully check all requests for information or customer orders received from an intermediary or possible unauthorised retailer, taking account inter alia of the buyer's name and place of residence and the number of cars ordered. If dealers have any doubts, they should contact Opel for assistance.