Buyer Conditions | TradeSafe

General Terms and Conditions of Sale of zentrada

Section 1 Scope
§ 1 Scope of application

These General Terms and Conditions of Sale (GTCS) shall apply to all business relationships between the trading platform zentrada (hereinafter: "zentrada") and all customers (hereinafter: "buyer"). For all deliveries of goods to buyers, zentrada shall be the seller, regardless of whether the delivery is made by zentrada or a supplier.
These GTCS shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that zentrada has expressly agreed to their validity in writing prior to issuing a legally significant declaration.
zentrada reserves the right to change these GCS at any time. The buyer shall agree to these GTCS in the respective version with each purchase of goods. The buyer shall be notified of any other amendments to these GTCS in text form and shall be given the opportunity to object to the amendment and to continue the legal relationship with zentrada under the previously applicable terms and conditions. If the buyer does not object to the amendment, the new GTC shall be deemed accepted insofar as these amendments do not affect zentrada's performance obligations against payment or the buyer's essential rights.

Section 2 General conditions for the zentrada platforms
§ 2 Conditions of use of the zentrada platforms

zentrada shall offer the goods of affiliated suppliers for commercial buyers of consumer goods on its platforms. The prerequisite for access to and use of zentrada's platforms shall be the conclusion of a user contract with zentrada pursuant to § 3 para. 1. The declarations of intent and contracts communicated via zentrada shall be concluded directly and exclusively between zentrada and the respective buyers as well as between zentrada and the respective suppliers (hereinafter referred to as "user" or "users").
The user shall be obligated to use the services of zentrada only in accordance with these general rules of use of section 2 of these GTC of zentrada and the relevant laws, morality as well as general Internet standards.
The business initiation and sale shall be processed by means of offer and order information and internal, also eMail-supported communication systems of the zentrada platforms and in the TradeSafe Checkout (hereinafter: "Procurement Platform").
Only persons who are merchants within the meaning of the German Commercial Code (HGB) may register as users. If the user is a person other than the acting person, the person acting on behalf of the user shall prove his/her power of representation for the user upon zentrada's request. If the user is a natural person, he/she must be of legal age and have unlimited legal capacity. zentrada reserves the right to request special documents from the user to verify his/her person, company or identity, insofar as security requirements, legislation (e.g. Money Laundering Act) or other circumstances make this appear necessary.
There shall be no claim to the conclusion of a user agreement. zentrada reserves the right to reject or revoke the conclusion of a user agreement without stating reasons or to restrict user functions, in particular due to (a) false information provided upon registration; (b) doubts regarding the user's authority to represent the company and the user's legal existence and commercial use, which have not been dispelled immediately at the user's expense by submitting suitable evidence; (c) doubts or suspicion about the seriousness and creditworthiness of the applicant/user; (d) suspicion of unfair business practices on zentrada or competitive interests against zentrada; (e) violations of these Terms of Use and the Special Terms of Sale.
zentrada shall be entitled to change its range of services as well as the functionalities, algorithms and user interfaces belonging to its online trading platform at any time, provided that this does not fundamentally restrict any of zentrada's paid service obligations.

§ 3 Registration and contract of use

The user may register with zentrada by filling out and submitting the registration form. The user shall appear on zentrada under his own name. By registering, the user warrants that all information provided by him/her is true and complete and, in particular, that he/she fulfils the conditions of use set forth in § 2 of these GTC. By registering, the user accepts the conditions of use set out in § 2 of these GTC for the conclusion of the contract of use. The registration as a user and the admission to the platform shall be effected upon receipt of the registration form by zentrada by means of a corresponding declaration to the user by email and activation of the user name and password in the system. The contract of use shall only be concluded upon completion of the activation coding and sending of the order confirmation by email.
Upon registration, the user shall select access data in the form of user name and password which he/she shall use exclusively for the use of zentrada and not also on other Internet portals or for access to other password-protected systems (bank account, credit card account, etc.). The password must be sufficiently complex, contain at least one number and one special character and may not be less than 8 characters.
Depending on the user's choice, the user agreement shall be concluded with a Basic Membership for an unlimited period of time but with functional restrictions free of charge or with a Professional Membership for a fee. The Professional Membership shall be extended by the same term if zentrada does not receive a written notice of termination by email or online in the account no later than 2 weeks prior to the expiration of the first or subsequent term. zentrada shall confirm the receipt of the notice of termination by email within 7 days.
The right of termination without notice and unilateral exclusion for good cause on the part of zentrada shall remain unaffected. If the user culpably causes an exclusion or restriction of use justified by zentrada within the meaning of these GTC, the user shall not be entitled to any rights to reimbursement, cancellation or reduction of any membership fees or claims against zentrada.
Upon registration and conclusion of the user agreement, a user account shall be created for the specific user. All payments and credits in connection with the use of the zentrada platforms shall be processed via this user account. The user shall be obligated to provide zentrada with all information required for this purpose, such as official company name or current tax registration (UID number).
The user undertakes to check and, if necessary, update the data provided during registration when concluding sales contracts. The user shall ensure that zentrada always has the current and valid email address for communication purposes.

§ 4 Use of the zentrada platforms

The use of the zentrada platforms requires that all user declarations be made exclusively via the corresponding tools on the zentrada platforms. All information relevant to transactions shall only be accessible via the zentrada platforms. Insofar as the systems send automatically generated e-mails, these shall contain references to a change and processes in the corresponding settlement process. Users shall be obliged to regularly update their account on the procurement platform with all relevant information, payment details and order status in order to protect themselves from forged messages.
Users are obliged to protect the access code to their respective account from unauthorised access by third parties. Each user shall be fully liable for the misuse of his account unless the user concerned proves that he is not responsible for the unauthorised use, in particular that the misuse originated from zentrada's area of risk.
Any misuse of user name or password of which the user becomes aware or which he/she suspects on the basis of facts shall be reported to zentrada immediately. Access to the zentrada platforms may be blocked after entering an incorrect password three times.

§ 5 Invoicing and payment

Depending on the user's choice at registration or via a later upgrade, usage fees for PREMIUM services of zentrada may accrue. The usage fees shall be paid to zentrada in advance of the usage in accordance with the deadlines upon invoicing without incurring any additional costs for the user.
The claim to remuneration shall exist irrespective of the actual use or possible contractual performance restrictions by zentrada for the agreed period. This shall also apply in particular to performance restrictions which may arise due to incompatibilities or specific software settings at the user or his provider. The performance of and access to zentrada may be restricted in particular if the user is in default of payment of his usage fees. The user shall have no claim against zentrada for service restrictions for which the user is responsible.
The user expressly agrees to receive invoices and related information from zentrada by e-mail, as a PDF to the original printout, and shall ensure that zentrada always has an up-to-date and accessible e-mail address for this purpose.
Should the user have given zentrada permission and data for the electronic collection of the costs of the use of zentrada by credit card or direct debit upon registration or during the existence of the user contract, zentrada shall be entitled to store and forward this data to corresponding processing service providers and banks, provided that the data protection regulations and safeguards are guaranteed. The authorization to collect shall exist in accordance with these GTCS upon granting until revoked, for all costs of the current and future use of zentrada, irrespective of the possible business basis. zentrada shall in particular be entitled to collect recurring costs such as annual fees after the initial order by direct debit or credit card without new initiations. The user shall be obligated to always provide zentrada with the current connection data. In the event that legitimate collections are not executed or reversed due to objection or lack of funds, the user shall be obligated to compensate zentrada for possible additional costs and fees of the respective payment service provider in addition to the principal claim.

§ 6 Disclaimer

zentrada shall not be liable for damages resulting from the fact that zentrada is temporarily unavailable to the user, in particular due to maintenance work, provided that the outage does not exceed a total time of more than 5% of a year per calendar year and that there is no intent or gross negligence in the case of longer outages.
zentrada shall not be liable for the accuracy and/or completeness of the information, advice and recommendations provided by users on the zentrada platforms or the information, advice and recommendations of users accessible via the zentrada platforms. In particular, liability for obvious translation errors is excluded.
zentrada shall not be responsible for any damages arising in connection with the defectiveness of software and hardware used as well as, in particular, due to technical deficiencies on the Internet. In particular, zentrada shall not assume any strict liability for damages arising due to the lack of availability or the proper functioning of the Internet, the use of software or hardware when using zentrada's website as well as the defective or deficient performance of the contractual services as a result of technical imponderabilities of the software and hardware as well as the Internet.

Section 3 Special Conditions of Sale
§ 7 Order and conclusion of contract

The presentation of goods in a supplier's shop on the procurement platform shall not constitute a legally binding offer. It shall be an invitation to the buyer to submit a binding request for the purchase of goods to zentrada.
For this purpose, the buyer can select products from the assortment of various suppliers for purchase by placing them in his shopping cart by clicking on the corresponding button. After checking all the details in the shopping basket, the buyer can click on the "Create enquiry" button to check the order, delivery and tax data again. He then receives a request to submit an offer and the information required to place an order, individually tailored to his enquiry. The product description forms the basis for the subject matter of the purchase contract. zentrada shall not assume any liability for obvious description deficiencies, missing information or possible translation errors. The buyer may seek advice on this information from a zentrada advisor.
In order to place a binding order, the buyer shall confirm the acceptance of these GTCS by zentrada by ticking the checkbox and may choose via a button to be forwarded to payment. The current version of the GTCS is available for inspection next to the checkbox.
By clicking on the button "Order and proceed to payment", the buyer shall submit his binding offer to zentrada and may choose between different payment options, execute, authorize and conclude the payment transaction with the payment instrument selected by him. Upon completion of the payment process, the buyer shall receive a confirmation of receipt of payment from zentrada, depending on the payment instrument selected by the buyer. Subsequently, the merchandise shall be shipped by zentrada or the supplier within the offered period of time and the buyer shall receive the shipping confirmation and invoice from zentrada along with the shipment. Upon receipt of the shipping confirmation by the buyer, the purchase contract between zentrada and the buyer shall be concluded.
From the time of the timely confirmation of receipt of payment for the full price to be paid by the buyer including all additional costs, the buyer shall have access to the "Report Problem" function in the order management of the procurement platform, through which the buyer can call in zentrada's customer service to handle problems with his order.
With the shipping confirmation, the buyer is requested to confirm the proper delivery of his order in the order management of his account on the procurement platform or to submit a problem report within 10 working days after receipt of the shipping confirmation.

§ 8 Delivery time and delay in delivery

The delivery time communicated to the buyer by zentrada in the confirmation of receipt of payment shall be a generally non-binding target date, unless otherwise agreed.
Should the delivery not arrive within the stated or expected delivery time, the buyer shall submit a "problem report" regarding the transaction via the order management of his account on the procurement platform within the delivery confirmation period in order to inform zentrada's customer service.
If parts of the performance or the entire performance are definitely not available, zentrada shall be entitled to withdraw from the contract in whole or in part; zentrada shall credit any payment already made by the buyer to the buyer's account. A case of non-availability of the performance in this sense shall be deemed to exist in particular if the supplier is unable to deliver to zentrada or for zentrada on time or at all for reasons for which zentrada is not responsible or if promised quantities are not or only partially available, e.g. due to prior sale, or are damaged or lost in transit.

§ 9 Performance, delivery, transfer of risk, default of acceptance

Delivery shall be made in accordance with INCOTERM 2020 DAP to the place specified by the buyer to zentrada in the order (place of destination). If a place of destination is not specified and nothing else has been agreed, the delivery shall be made to the respective place of business of the buyer. The respective place of destination shall be the place of performance for the delivery (obligation to deliver). Collection of the goods by the buyer can be agreed.
The delivery shall be accompanied by a delivery note stating the date (issue and dispatch), the content of the delivery (item number and quantity) as well as zentrada's order ID (date and number). Separately from the delivery note, zentrada shall send the buyer a corresponding shipping confirmation and the invoice via the procurement platform by eMail.
The risk of accidental loss and accidental deterioration of the item shall pass to the Buyer upon handover to the Buyer at the place of performance.
Insofar as the buyer neither confirms proper delivery via his account on the procurement platform nor reports a problem within ten working days after receipt of the shipping confirmation, zentrada may assume proper delivery.
If delivery of the goods to the buyer is not possible and the transport company returns the shipped goods to the supplier, the buyer shall bear the costs for the return of the goods in addition to the costs for the shipment of the goods to the buyer.

§ 10 Prices and terms of payment

All price quotations on the procurement platform are net or, depending on the respective VAT qualification and situation of the Buyer, plus the statutory VAT applicable at the time.
Unless otherwise agreed, the price quoted by zentrada in the invitation to bid shall include all services and ancillary services provided by zentrada as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance, customs and other fees and taxes). Depending on the selected method of payment, the purchaser may incur additional costs for payment transactions.
For deliveries to countries outside the European Union as well as for deliveries from manufacturers based outside the European Union to the European Union, further costs may be incurred in individual cases which are to be borne by the buyer. These include, for example, import duties or taxes (e.g. customs duties). In principle, the buyer bears all costs and risks of the import.

§ 11 Terms of payment and payment modalities

The agreed price, including the agreed ancillary costs, shall be paid in advance by the purchaser, unless otherwise offered. Discounts and price reductions shall depend on the specific agreement between the parties.
zentrada shall offer the buyer different payment methods and European payment partners after the buyer has received the order offer on the procurement platform.
The buyer shall only be entitled to rights of set-off and retention as well as the defence of non-performance of the contract against zentrada due to counterclaims that have been legally established or are undisputed.

§ 12 Defective delivery

If the goods are defective, the buyer shall have access to zentrada's personal customer service and the FairTrade Service Guarantee via the procurement platform. In all other respects, the statutory provisions shall apply to the purchaser's rights in the event of material defects and defects of title of the goods and in the event of other breaches of duty by zentrada, unless otherwise stipulated below.
Insofar as the quality has not been agreed upon, it shall be assessed according to the statutory regulation whether a defect exists or not (§ 434 para. 1 p. 2 and 3 BGB). zentrada shall not be liable for public statements made by the manufacturer or other third parties (e.g. advertising statements) to which the buyer has not referred to zentrada as being decisive for the purchase. Notwithstanding the agreements made, zentrada shall in particular not be liable for the goods being approved in other countries beyond the EU approval and for the goods fulfilling and including country-specific standards, registrations, regulations and levies of the country of destination as well as comparable country-specific conditions and requirements. In the same way, zentrada shall not be liable for translation errors or comparable inaccurate information or representations not attributable to zentrada.
zentrada shall be liable under an expressly issued warranty for a sold product in accordance with the statements made in the warranty statement and under the conditions stated in the warranty statement. Unless expressly stated otherwise in the order, zentrada shall guarantee fully functional and originally packaged new goods that possess all described and, above all, pictorially depicted product characteristics. The same applies to possible assortments.
Insofar as the goods are shipped to a buyer in another European country and not within Germany, zentrada shall not be the distributor of these goods.
In the event that the goods are defective, the buyer shall submit a "problem report" regarding the transaction via the order management of his account on the procurement platform in order to inform zentrada's customer service. Minor complaints up to a net value of 5,- Euro shall be accepted by zentrada without further consultation upon corresponding proof by the buyer, documented in the TroubleTicket and credited to the buyer's account accordingly as a discount for future orders.
Upon receipt of the problem report and the acknowledgement of a complaint, zentrada shall grant the buyer a bonus for a future order or a credit note or subsequent discount.
The buyer shall only be entitled to defect rights against zentrada if the buyer has complied with his statutory duties of examination and notification of defects (§§ 377, 381 of the German Commercial Code [HGB]) and provides relevant evidence of the defect by means of documents or, upon separate request, by returning the goods at zentrada's expense. If a defect becomes apparent upon delivery, inspection or at any later point in time, the buyer shall immediately report this as a problem to zentrada via the order management of his account on the procurement platform, specifying the defect. Obvious defects shall be reported to zentrada as a problem within two working days after delivery and defects that are not recognisable during the inspection within the same period after discovery, at the latest, however, within the period of ten working days after receipt of the shipping confirmation by the buyer via the order management of his account on the procurement platform under concrete defect description. If the buyer fails to duly inspect the goods and/or report the defect in a timely manner, any liability on the part of zentrada for the defect not reported or not reported in a timely manner or not reported in a timely manner shall be excluded in accordance with the statutory provisions.
The limitation period shall be 12 months from delivery of the goods to the buyer. The limitation period for claims of the buyer for damages or for reimbursement of futile expenses shall be governed exclusively by § 13 of these GCS.
Claims of the Buyer for damages and reimbursement of expenses shall also exist in the case of defects only in accordance with § 13 of these GTC and are otherwise excluded.

§ 13 Other liability; claims for damages and reimbursement of expenses

Insofar as nothing to the contrary arises from these GTC including the following provisions, zentrada shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
zentrada shall be liable for damages - regardless of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, zentrada shall only be liable, subject to statutory limitations of liability (e.g. diligence in own affairs; insignificant breach of duty), for

a) for damages resulting from injury to life, body or health,

b) for damages resulting from the violation of an essential contractual obligation, whereby this shall mean an obligation the fulfilment of which makes the proper execution of the contract possible in the first place and the observance of which the contractual partner regularly relies on and may rely on; in this case, however, zentrada's liability shall be limited to the compensation of the foreseeable, typically occurring damage.

The limitation period for these claims shall be governed by the statutory provisions.
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The limitations of liability resulting from para. 2 shall also apply to third parties as well as to breaches of duty by persons (also in their favour) whose fault zentrada is responsible for according to statutory provisions. They shall not apply insofar as a defect was fraudulently concealed or an express guarantee for the quality of the goods was assumed and for claims of the buyer according to the Product Liability Act.
Due to a breach of duty that does not consist of a defect, the buyer shall only be entitled to rescind or terminate the contract if zentrada is responsible for the breach of duty. A free right of termination on the part of the buyer shall be excluded. In all other respects, the statutory prerequisites and legal consequences shall apply.
All claims of the buyer, with the exception of claims pursuant to para. 2, shall become statute-barred after 12 months from delivery of the item.
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§ 14 Retention of title vis-à-vis entrepreneurs

Within the scope of a possible invoice purchase budget for the buyer, zentrada shall be entitled to assign its claims to third parties, in particular to Coface. The following agreed reservation of title shall serve to secure all existing current and future claims of the seller against the buyer arising from the delivery relationship existing between the contracting parties, including balance claims arising from a current account relationship limited to this delivery relationship.

The goods delivered by the seller to the buyer shall remain the property of the seller until all secured claims have been paid in full. The goods and the goods covered by the retention of title which take their place in accordance with this clause are hereinafter referred to as goods subject to retention of title.
The buyer shall only be entitled to resell the reserved goods in the ordinary course of business if he hereby assigns to the seller all claims accruing to him from the resale against purchasers or against third parties. If goods subject to retention of title are sold unprocessed or after processing or combination with items which are the exclusive property of the buyer, the buyer hereby assigns to the seller the full amount of the claims arising from the resale. If goods subject to retention of title are sold by the buyer - after processing/combination together with goods not belonging to the seller, the buyer hereby assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest. The seller accepts the assignment. The buyer is authorised to collect these claims even after assignment. The Seller's authority to collect the claims himself shall remain unaffected; however, the Seller undertakes not to collect the claims as long as the Buyer duly fulfils his payment and other obligations. The seller may demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment.
In the event of resale of the goods subject to retention of title, the buyer hereby assigns to the seller by way of security the resulting claim against the purchaser - in the event of co-ownership of the seller in the goods subject to retention of title, in proportion to the co-ownership share. The same shall apply to other claims which take the place of the reserved goods or which arise in respect of the reserved goods, such as insurance claims or claims in tort, in the event of loss or destruction. The seller revocably authorises the buyer to collect the claims assigned to the seller in his own name. The Seller may revoke this authorisation only in the event of realisation.
If third parties gain access to the goods subject to retention of title, in particular by way of seizure, the Buyer shall immediately notify them of the Seller's ownership and inform the Seller thereof in order to enable the Seller to enforce its ownership rights. If the third party is not in a position to reimburse the Seller for the judicial or extrajudicial costs incurred in this connection, the Buyer shall be liable for these to the Seller.
The seller shall release the goods subject to retention of title as well as the items or claims replacing them upon request at his discretion insofar as their value exceeds the amount of the secured claims by more than 20%.
If the seller withdraws from the contract in the event of a breach of contract by the buyer - in particular default of payment - (realisation event), the seller shall be entitled to demand the return of the goods subject to retention of title and to declare all other claims against the buyer due and payable. Incoming payments shall always be set off against the oldest claim in accordance with § 366 para. 2 BGB.
The buyer may only offset against the seller's purchase price claims or assert a right of retention if the buyer's counterclaim is undisputed or a legally binding title exists. This restriction does not apply to claims of the buyer due to defects resulting from the same contractual relationship as the seller's claim for payment.
The buyer shall bear all fees, costs and expenses incurred by the seller or a third party to whom the buyer has assigned a claim arising from and in connection with successful collection proceedings.
zentrada shall be liable for damages - regardless of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, zentrada shall only be liable, subject to statutory limitations of liability (e.g. diligence in own affairs; insignificant breach of duty), for
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Section 4 Final provisions
§ 15 Choice of law and place of jurisdiction

These GCS and the contractual relationship between zentrada and the buyer shall be governed exclusively by German law to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
The exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship shall be zentrada's place of business in Würzburg. However, zentrada shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation pursuant to these GTCS or a prior individual agreement or at the buyer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
Any amendment or cancellation of individual provisions of these GTC shall not affect the validity of the remaining provisions. The same applies if one of the above provisions should prove to be invalid.
(Original version in German and only legally binding in the original language)

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Mai 2021

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