General terms and conditions and data protection provisions of Zentrada
§ 1 Object of Agreement
The zentrada.network GmbH & Co KG operates under the protected trade name "zentrada" an European Buyer Community for commercial traders with internet platforms in the form of virtual market places, which serves the exchange of information and the interest of the buyers in safe, beneficial, satisfying and regulated business initiation in Business-to-Business trading.
On this platform, zentrada brings together approved suppliers and buyers of consumer goods and business supplies by means of quotation and order information and internal and email-based communication systems. The prerequisite for the utilization of the closed zentrada user platform is the execution of a user agreement with zentrada.network pursuant to § 3 Article 1. Declarations of intent and contracts communicated via zentrada are made directly and exclusively between the respective users and are processed and fulfilled outside of the platform. Thus zentrada only serves as an information medium for business initiation and is not a party to the purchase agreement.
§ 2 User and Utilization Requirements
The utilization of zentrada is exclusively available to the suppliers and members of zentrada.
Only persons who are commercial agents pursuant to the German HGB (Trade Statute) & foreign statutes shall be permitted to register as users. zentrada shall have the right to require the user verify compliance with the utilization requirements for zentrada. Interested potential users shall declare upon registration that all information provided is true and complete, and in particular that the user fulfills the requirements. If you do not meet these requirements but nevertheless do register for the membership you are obliged to pay the membership fee. In the event that the user should not be a natural person, the agent acting on behalf of the user shall be required to prove his/her power of attorney for the user. Zentrada shall have the right to define the details of the representation proof. Apart from that, zentrada shall base its acceptance of the existing utilization requirements and the relevant power of attorney on good faith.
In the event that the user is a natural person, this person must be of legal adult age and must be legally able to conduct business without any restrictions.
There is no entitlement to the utilization of zentrada, given that zentrada.network can exclude members or sellers at any time during the application process or the contract term, without citing reasons, for example due to security issues.
Upon registration, the user shall accept these GTCs as well as any modifications of these GTCs communicated to the user. In the event that the GTCs are changed, the user will be notified in text form, and the user shall have the opportunity to object to the changes and terminate the user relationship. Should the user fail to raise objections, the new GTCs shall be deemed accepted.
§ 3 Registration and Contract Execution
The user shall be able to register with zentrada by completing and sending the registration form to zentrada. Upon registration, the user shall accept the specific order terms and the GTCS. The registration as a user and the permission to utilize the platform shall be affected upon receipt of the registration form by zentrada through a relevant declaration to the user via e-mail and/or post and activation of the user name and password in the system. The utilization contract shall be effective only upon finalization of the activation coding or sending of the order confirmation via e-mail and/or post.
Users shall not be entitled to the execution of a utilization contract. Zentrada reserves the right to reject and revoke the execution of a utilization contract or restrict utilization functions without citing reasons, in particular due to
incorrect information provided during the registration process
misgivings about the power of attorney rights and the legal existence of the user and the latter’s commercial use of the services, which have not been promptly eliminated at the user’s cost through the presentation of suitable records
misgivings about the ethical or financial standing of the applicant/user
suspicion of unethical business practices on zentrada or competitive interests against zentrada
violations of zentrada’s provisions for use and GTCs
The right to terminate without notice and one-sided exclusion for important cause shall not be affected. In the event that the user is accountable for the cause resulting in the exclusion or restriction by zentrada pursuant to these GTCs, the user shall not be entitled to any reimbursements, termination or reduction of applicable membership fees or payables.
The user shall undertake to notify zentrada of all changes to the data submitted upon registration in a timely fashion. The user shall ensure to exercise utmost diligence to always provide zentrada with the user´s latest and valid e-mail address.
Termination of the Membership can be done by email any time during the membership period, in writing to firstname.lastname@example.org. Any payments processed prior to the cancellation are non-refundable. By subscribing to the Professional "PREMIUM" Membership the user agrees to be charged the chosen subscribtion fee on a recurrent basis, to his/her chosen payment method and on the date of renewal for as long as the subscribtion is active, unless cancelled prior to the date of renewal.
§ 4 Access, User Identification and Password
It`s part of the responsitbity of the user to chose a unique eMail and password combination which does not allow access to other accounts of the user. The password should be constructed as safe as possible with a minimum of 8 digits, figures etc....
The user shall undertake to ensure that the user name and password are protected from unauthorized access by third parties, and shall in particular not make these available to persons who pursuant to § 2 are not authorized to become users or that are not part of the user’s company organization (expanded individual access rights).
zentrada shall be notified of each and every abuse of the user name or password the user becomes aware of or suspects based on facts. The user shall be liable for the misuse of his/her user identification, unless the user proves that the abuse occurred within zentrada’s scope of risk.
Access to the platform may be suspended upon three incorrect entries of the passwords.
§ 5 Services rendered by zentrada
zentrada offers a platform, on which users publish product information, business contact interests or wanted ads and peruse respective publications and contact the respective seller.
Through its service portfolio, zentrada offers members and sellers different forms of memberships or premium packages with different service variations, which are governed by order terms or additional contracts.
zentrada shall have the right to change its service portfolio, as well as all functionalities and user surfaces that are part of its online trading place, at any time.
§ 6 User Obligations
The user warrants that all information provided by the user on products, services or business contact offers are correct and not misleading. The user shall appear on zentrada in the user’s own name and shall diligently update the user’s latest address, company and contact data.
The user warrants that the user exercises unrestricted control over the products offered and that the latter are not attached with third party rights and that adequate quantities of the product are available for sale.
The user shall undertake to utilize zentrada’s services only in compliance with the general provisions of use (§ 7) for sellers on zentrada, as well as all applicable laws, good ethical conduct and the generally applicable Internet standards. Not permitted are in particular
the violation of third party rights, especially ownership, copy, name or brand name rights
content that promotes violence or is pornographic in nature or that violates the provisions of criminal law in any other form
entries that contain computer viruses, Trojan horses or other programs suitable to damage data or systems, or to secretly obtain or delete such data
offers of products or content which may not be publicly sold or offered or the possession of which violates applicable laws
The user shall bear all costs inherent in the set-up or change of the user’s online connection, the utilization of the public communications network as well as the procurement and maintenance of the communications devices required to utilize the platform.
In the event that zentrada should become the target of claims due to user contents and required to suspend, eliminate, provide information or compensation for expenses or damages to a third party, the user shall be required to reimburse to zentrada all expenses including reasonable legal fees fort he defense. In the event that the claims of such a third party should be in dispute, and the user cites non-existence of such claims, the user shall have the option to prevent liability toward zentrada by providing zentrada with adequate collateral for the cost of proceedings and damage claims in advance for the defense against claims and by joining the legal proceedings.
§ 7 Seller Offers and Prices
Qualified sellers have the option to offer products for sale under wholesale conditions. For this all producr offers need a sufficiant description to provide all information buyers need to decide and order. Restrictions must be noted. Special general provisions and offer guidelines apply to offers in the zentrada.network and are provided in the seller adminstration. Prohibited are – the provision of the homepage information and e-mail addresses in company names, image, headline and brief description, - misleading and objectively exaggerated statements, - generalized service descriptions, - offers that violate applicable laws, in particular competitive laws, commercial protection laws or contracts, - competitive offers (trading portals) against zentrada.
BestPrice-Guarantee by supplier
zentrada.network is a buyer network to ensure benefits to its members in european wholesale sourcing. Beside of an easy and safe access and processing of orders and payments all suppliers in the zentrada.network are obligated to offer at least their best price level for the amount of goods at the moment of sale. All possible customer rebates, special sales prices must be also available for zentrada members ordering throught zentrada and the tradesafe processing. zentrada expects advantages and disallows disadvantages for his members in short and log term business to his suppliers. Exemptions can only be accepted for special conditions between buyers and suplliers based on a business history bevore using zentrada. Claims should be submitted within the tradesafe order procession prior to delivery confirmation.
zentrada shall have the right to verify the offer content of users/sellers as well as the latter’s identity and utilization prerequisites and to demand verification of the ability to deliver, to reject, modify, deactivate or delete offers.
zentrada shall have the right to exclude sellers from the trade on zentrada or deactivate partial functions without citing reasons. This shall apply in particular if the seller should violate duties, advertising provisions or the general terms and conditions of doing business on zentrada. The same shall apply if such action is required to protect the security of zentrada and its members.
The ad shall be inserted and be binding on the user as soon as it is registered in zentrada’s database and activated by the user. The user shall have the option to autonomously revoke the user’s offer on zentrada. The revocation shall become effective upon deletion or suspension of the ad on zentrada.
The ad placed by the user on zentrada shall not yet be deemed a binding offer to enter into a purchase contract. Binding offers and contract are provided by the tradesafe process of demands, offers, oders and payments under the rules and regulations by tradesafe that offer a full buyer protection and satisfaction guarantee based on the tradesafe fair trade policy. zentrada shall provide the seller with the key data on the interested party onlinne and via e-mail. Consequently, zentrada acts as an information exchange medium only and assists in developing business without becoming a party to the purchase contract.
§ 8 Allocation of Declarations of Will, Acts and Statements
All declarations of will, business-like transactions and other legally relevant statements or acts (in summary referred to as measures“) entered into zentrada upon initiation of a user, transferred to another user or received by the latter, shall exclusively constitute measures undertaken by the users. zentrada, in terms of these measures, shall neither act in its own name nor as an agent of third any other party.
zentrada shall not accept any responsibility for the performance of services within the scope of the relevant business transaction.
§ 9 Billing, Compensation and Special Electronic Funds Transfers
Upon registration with zentrada, the user shall incur utilization fees according to zentrada’s latest price list, which shall be accepted by the user along with the compensation provisions. The utilization fees shall be paid in advance of the use pursuant to the terms stipulated in the invoice to zentrada.network, ancillary costs shall not be incurred.
The entitlement to compensation shall prevail regardless of actual utilization or possible contractual restriction of services by zentrada during the agreed-upon term. This shall apply in particular also to service restrictions due to the incompatibility or specific software adjustments at the user’s or the user’s provider’s end. The services and the access to zentrada may be restricted especially if the user should be in default of payment of utilization fees.
The user shall explicitly accept invoices and relevant information from zentrada via e-mail, in PDF format for original print out and shall undertake to provide zentrada and zentrada.network with the latest and valid e-mail address at all times. Upon request, zentrada.network shall provided a printed out version of the invoice to be transmitted via telefax or via postal services.
In the event that the user should be communicated to zentrada.network and zentrada an authorization and data for the electronic billing of zentrada utilization fees to the user’s credit card or bank account, during the registration process or during the membership term, zentrada.network shall have the right to store such data and transfer it to relevant processing services and banks, provided the data protection provisions and security requirements are complied with. The authorization for electronic billing shall be effective upon granting of such authorization in compliance with these provisions until it is revoked, and shall apply to all costs of the current and future utilization of zentrada, regardless of the possible business basics. zentrada.network shall in particular be authorized to bill recurring costs such as annual fees for current contracts upon granting of the first order without the need to obtain further authorizations for bank account or credit card billing. The user shall be required to keep zentrada.network abreast of the latest connection data. In the event that contractual billing cannot be executed or is revoked due to objections or lack of funds, the user shall be liable for the compensation of potential surcharges and fees of the payment organizations to zentrada.network in addition to the originally owed amount.
§ 10 Data Protection, Data Stores, Data Extension
As a user, upon application and registration with zentrada, you agree with the storage and processing of your personal and business user and utilization data, your published offers, your system internal e-mail traffic, insofar as this information is required within the scope of the business purpose by zentrada and archiving is required for documentation and security purposes.
zentrada shall in particular be authorized to publish your membership data and e-mail address
within the scope of services rendered by zentrada on zentrada and to forward them to sellers with inquiries
to utilize this information for the mailing of membership invoices and information to and from zentrada, during and after the membership, until such authorization is revoked
provide this information to authorized parties within the scope of legal obligations and
in all cases of justified interest resulting from the user activities on zentrada pass such information on to third parties or public service agencies. The user’s required approval is obtained with the acceptance of these special provisions and the utilization of zentrada.
§ 11 Warranty Exclusion
The following liability restrictions in favor of zentrada.network and zentrada shall apply to all information, declarations of will, contracts between third parties and inquiries about goods and services within the scope of zentrada:
zentrada does not provide any warranties for agreements made between applicable users and for information provided between the parties.
zentrada excludes any and all warranties for goods and services delivered by the seller to the buyer. zentrada does in particular not accept and liability for the correctness and completeness of information and declarations provided by a buyer or seller concerning the quality and usability of the products and services to be delivered, for the latter’s suitability for a certain purpose intended by the buyer, and for the non-infringement of such delivered goods and services for any third party rights, for the existence, ethical and financial standing of members, users, sellers and buyers.
zentrada cannot rule out with absolute certainty the actual non-existence of the person stipulated in the declarations of will as a buyer or seller, transferred or received by zentrada. The true point of origin of a declaration of will thus shall remain dubious at all times. The user who presents or accepts an offer consequently shall act at the user’s own risk in terms of the existence of the contract partner.
Moreover, zentrada cannot rule out with absolute certainty that a password is accessed by a person not authorized by the user for the provision for declarations of will. This risk shall remain with the user as well. A liability of zentrada shall be excluded based on the provisions governing messengers without messenger power, unless an act of deliberation or gross negligence should have occurred.
§ 12 Exclusion of Liability
Zentrada shall not be liable for claims based on the fact that zentrada is temporarily unavailable to users, in particular because of maintenance work, as long as the interruption does not exceed a total period of 5 % of a year per calendar year and in cases of longer interruptions no act of deliberation or gross negligence should has occurred.
zentrada shall not be liable fort he completeness an correctness of information, advice and recommendations provided by users on the zentrada website or made accessible via the zentrada website.
In particular, zentrada distances itself from all Internet-links as well as their respective content and creators tied into the offer, and shall not be liable for the content, business transactions made or damages incurred via such links.
zentrada shall not be liable for any damages occurring in the context of errors in software and hardware utilized as well as those incurring in particular due to technical defects on the Internet. Zentrada shall especially not be liable for accountability independent cases of liability for damages occurring due to a lack of availability ort he perfect functioning of the Internet, the utilization of software or hardware in the context of using the website of zentrada as well as the faulty or inadequate provision of contractual services due to technical inadequacies of the soft and hardware and the Internet. This shall, in particular, also apply to service restrictions occurring due to incompatibilities or specific software adjustments at the user´s or the latter´s provider´s end.
zentrada shall not be liable for damages due to errors in offers provided by sellers on zentrada’s website and the relevant buyer responses. zentrada shall, in particular not be liable for damages resulting from the removal or suppression of seller and buyer entries on zentrada’s website or from the failure to remove or suppress such information.
zentrada shall not be liable for damages resulting from acts of minor negligence of a contractual requirement that is not an integral provision. This shall also apply to acts of minor neglect in terms of contractual requirements that are not integral provisions during the negotiation of a contract and a minor infraction of statutory liability due the minor neglect.
In the event of liability, with the exception of acts of intent, the requirement to compensate for damages shall be restricted to typical and foreseeable damages, in any case, however, to the average case typical damages.
zentrada shall not be liable for the content of the websites of third parties, in particular for those of stores within zentrada that are being directly or indirectly referred to on zentrada’s website.
The above liability restrictions shall apply accordingly to the legal representatives, employees and agents of zentrada.
zentrada emphasizes that buyers and sellers do have the option to obtain insurance coverage against potential damages.
§ 13 Jurisdiction/Applicable Law
This contract shall be governed by the laws of the Federal Republic of Germany. The application of the UN Purchase Rights shall be excluded.
The sole place of jurisdiction for any and all contracts executed on the basis of these General Terms and Conditions (GTC) shall be Würzburg, Germany. zentrada shall have the right to file suit also at the general place of jurisdiction of the user.
§ 14 Final Provisions
The incorporation of the user’s General Terms and Conditions is herewith refused.
In the event that individual provisions of this contract should be ineffective or become ineffective at a later date in full or in part, this shall not affect the validity of the remaining contract.
The ineffective provision shall be replaced by the parties by an effective provision that meets the economic purposes of the ineffective provision as closely as possible.
(The German original shall be applicable, which can be reviewed under www.zentrada.de Status: November 11, 2013)