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| 1. |
Introductory Provisions |
| 1.1 |
The Beta PCB-Broker.de GmbH (hereafter called: Beta PCB) offers the user access to a business-to-business trading system on an online platform (hereafter called: platform) and the exclusive commercial usage of the same for the sale/purchase of unequipped circuit boards. |
| 1.2 |
With the registration of the user by Beta PCB according to No. 3 and his licensing for platform trade respectively, a usage contract between the user and Beta PCB comes about. |
| 1.3 |
The contracts made between manufacturers and customers during usage of the platform come about solely and directly between themselves. Fulfilment and handling of these contracts take place considering the following conditions, in particular from No. 12 to No. 14. |
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| 2. |
Data Collection and Protection |
| 2.1 |
Beta PCB reminds the user that his personal data is stored and/or transmitted in accordance with legal regulations. The user gives his consent to this, in particular to the following:
- that his address and email address is, within the scope of processing the contract, passed on to each party to the contract involved, relevant departments and persons;
- that entries in the Guest Book of the website are made accessible to all users;
- that Beta PCB data which is required for the close and the processing of contracts, is forwarded to those persons or departments that are involved in it;
- that Beta PCB stores person related data with regard to the course of a successful conclusion of the contract;
- that Beta PCB transmits personal data of the user by email.
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| 2.2 |
Apart from this, Beta PCB treats personal data confidential. Beta PCB will pass this data to third parties only with explicit consent of the user. |
| 2.3 |
The user can revoke this consent declaration to Beta PCB at any time with effect for the future. In this case, Beta PCB will delete the user data within one month after receipt of the revocation. User related account data will be deleted by Beta PCB as soon as it is not required anymore for accounting purposes. |
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| 3. |
Registration and Licensing |
| 3.1 |
In order to participate as a customer in the platform trade, the customer must register on the dedicated page. The customer commits himself to give complete and truthful information. He determines his password himself. To register as customer he also has to declare his consent with these general terms of business. There is no legitimate claim for licensing. |
| 3.2 |
The registration process has two stages for the manufacturer. First, the manufacturer must register by means of giving complete true data and, on this occasion, determine a password. Then, the contract documents – these can be downloaded and printed – must be filled out and signed, and send back to Beta PCB. After receipt and verification of these documents, the licensing by Beta PCB takes place. There is no legitimate claim for licensing. |
| 3.3 |
With the registration at Beta PCB the user declares his consent with these general terms of business. He declares, to carry out a trade in accordance with Section 1 HGB (German Trade Act), which requires a business to be set up in a commercial way. He assures that the platform is used exclusively for his trade. |
| 3.4 |
Only natural and legal entities with unrestricted legal capacity can participate, and only for their trade. A named natural person that is authorised for management and representation must represent associations without legal capacity. |
| 3.5 |
The user commits himself, not to inform an unauthorised third party of his password. The user will inform Beta PCB immediately, however, if unauthorised third parties should gain knowledge of the password. The user acknowledges that every use of the platform by means of the user’s user name and password, obliges the user. A liability of Beta PCB for unauthorised use of the user’s user name and password is ruled out according to No. 15. |
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| 4. |
Right of Use |
| 4.1 |
The user is authorised to use the platform within the contractual use as directed. Beta PCB does not grant rights of use for copyrights and commercial protection rights. This applies in particular to the current website and future website of Beta PCB as well as associated documentation and instruction manuals. |
| 4.2 |
If Beta PCB places software at the user’s disposal, this includes a right of use that is non-transferable and limited at the most for the period of duration of the usage contract that is established by the sending of the access data. |
| 4.3 |
Beta PCB is authorised, to change or to supplement the conditions of use as well as the services, in particular to change content and structure of the platform and of associated surfaces, and to prohibit access to individual services. Beta PCB can, at any time, restrict or completely discontinue any services offered free of charge. |
| 4.4 |
Beta PCB does not undertake any costs to the user that emerge from the use of the platform. |
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| 5. |
Parties to the Contract for Sale |
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Beta PCB provides this platform for the arrangement of conclusions of agreements. Contracts for sale or other contracts with another user that a user enters into by means of use of the platform, exist solely between the users. As far as that goes, Beta PCB does not become a party to the contract and has in no way duties from the contracts for sale entered into. No user may make declarations for Beta PCB on behalf of Beta PCB. |
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| 6. |
Advertising |
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The product description of the manufacturer on the platform must not contain any advertising, except for advertising for the item offered. This also includes references or links to internet pages, which have other contents than the description of the item offered. Beta PCB is exclusively entitled to the right for this type of advertising and for this type of links on the platform. |
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| 7. |
Duties of the Manufacturer |
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By offering a service on the platform the manufacturer declares that he is able to provide this service and that he is authorised to dispose the goods offered in regular business transactions. The manufacturer further declares that he truthfully describes the essential characteristics and features of his goods and commercial services; furthermore, that he does not withhold faults that would significantly reduce the value of the services. The manufacturer commits himself, after the successful conclusion of the contract for sale, to undertake everything necessary, to settle the contract according to the rules. This includes the shipping of goods to the customer on a regular basis. Further details are regulated among the manufacturer and the customer. |
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| 8. |
Duties of the Customer |
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The customer must pay the purchase price after receipt of the goods in accordance with No. 12. The customer acknowledges that the manufacturer remains the owner of the goods until the purchase price is fully paid. |
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| 9. |
Materialisation of a Contract for Sale |
| 9.1 |
The customer makes a request for quotation over the platform. This request automatically receives a “request for quotation” number issued by Beta PCB. The customer enters the relevant data (project data, specifications, delivery period, etc.) with a view to the desired circuit boards and determines the validity period of the request for quotation. The request for quotation is not a binding offer. |
| 9.2 |
The manufacturer draws up a quotation for the request for quotation. This quotation automatically receives a quotation number issued by Beta PCB. The quotation includes the relevant data, which also includes the price. The price shall be calculated in a way that shipping costs are also included; these can only be charged to the customer by separate arrangement. The quotation is binding. |
| 9.3 |
As the customer accepts the quotation, a contract for sale on the basis of the manufacturer quotation is reached. Up to this point, customer and manufacturer remain anonymous. |
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| 10. |
Layout File |
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For his request for quotation, the customer can upload a layout file of the circuit board to be ordered onto the server of Beta PCB. Beta PCB will give interested manufacturers access to it for the purpose of drawing up a quotation. The customer declares his consent for this. The manufacturer assures to use the layout file exclusively for the drawing up of the quotation and not to give third parties access to it and to delete/destroy it if it should not be required anymore for drawing up the quotation. |
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| 11. |
Notification |
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Beta PCB will inform manufacturer and customer about a conclusion of a contract that has taken place and announce the address data. If the customer has decided for another quotation, Beta PCB will inform the manufacturer and delete his quotation. |
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| 12. |
Contract Handling |
| 12.1 |
Together with the shipment of the goods, the manufacturer sends an invoice to the customer. At the same time, the manufacturer sends a copy/duplicate of this invoice to Beta PCB. The invoice must contain the “request for quotation” and quotation numbers. These serve for an orderly handling of the deal arranged over the platform. Manufacturer and customer must quote these numbers in any also electronic correspondence with Beta PCB. |
| 12.2 |
The manufacturer informs Beta PCB immediately after shipping the goods about this. He shall also ensure that the receipt of the goods by the customer is verifiable. |
| 12.3 |
Beta PCB handles the payment collection. The manufacturer invoice must contain the addendum that the customer must pay the purchase price exclusively to Beta PCB for further processing in trust. Beta PCB reserves the right to refuse payment collection in not further explainable cases. Beta PCB will inform manufacturer and customer about this. |
| 12.4 |
Immediately after receipt of the goods, the customer informs Beta PCB about this. Again, the “request for quotation” and quotation numbers must be quoted with this. Within 14 days after the receipt of the invoice at the latest, the customer pays the purchase price to Beta PCB. |
| 12.5 |
Beta PCB will accept and administer the payment in trust and forward it immediately to the manufacturer with a commission deducted in accordance with No. 13. Beta PCB will issue an invoice for the commission to the manufacturer. |
| 12.6 |
Any disputes between the manufacturer and the customer arising from the contract for sale or in connection with it, shall be settled directly among themselves. Neither will Beta PCB participate indirectly in those disputes. |
| 12.7 |
Beta PCB is also authorised to forward the payment to the manufacturer if notifications about the handling of the purchase price from the manufacturer and customer differ in content. In case of such a disagreement between manufacturer and customer, Beta PCB is also authorised to deposit the purchase price after 14 days since receipt of the purchase price. |
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| 13. |
Commission |
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The manufacturer is obliged to pay Beta PCB a commission of 4% plus VAT of the net price of the sold goods for every case of a sale through the use of the platform. On top of this, a payment of a basic price of 29 EURO plus VAT is made. The commission claim of Beta PCB emerges from the conclusion of a contract between manufacturer and customer. |
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| 14. |
Evaluating a Delivery |
| 14.1 |
The customer is obliged to carry out an evaluation of the delivery carried out and to place it at the disposal of Beta PCB. This evaluation must orientate itself by unbiased and understandable criteria. The manufacturer declares his irrevocable consent that customers evaluate his deliveries as well as that Beta PCB can make these evaluations accessible – in an anonymous format – to other customers and manufacturers. |
| 14.2 |
Beta PCB is authorised to withdraw the license from a customer in case of misuse of the evaluation. |
| 14.3 |
Beta PCB accepts no responsibility for the content of evaluations. The customer alone is responsible for this. |
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| 15. |
Liability / Exemption from Claims |
| 15.1 |
The current stand in technology does not allow the development, manufacturing and operation of computer programs (software) and data processing equipment (hardware) that are totally free from errors and to exclude all imponderabilities in connection with the medium internet. Beta PCB therefore does not give a guarantee for uninterrupted access or the availability of website and platform. |
| 15.2 |
Beta PCB does not accept any liability for damage to users or third parties arising from the participation in conclusions of contracts on the platform and through it. In particular, Beta PCB, in accordance with 15.4, rules out liability for damages caused by sales or purchase offers issued by users, not being received or not received on time or not considered, due to missing accessibility or availability of website or platform. |
| 15.3 |
Liability of Beta PCB for damages caused to users or third parties by the conduct of other users are also excluded. |
| 15.4 |
Beta PCB is only liable for wilful intent and gross negligence, in case of violation of essential contract duties (cardinal duties), however, for each culpable behaviour of employees if because of this the achievement of the contract purpose is jeopardised by this breach of contract. Beta PCB is not liable for indirect damages, in particular not for lost profits except these damages are based on the wilful intent of employees or wilful intent and gross negligence of legal representatives and managerial employees of Beta PCB. Except for wilful intent of employees and wilful intent and gross negligence of legal representatives and managerial employees, the liability amount is limited to typical damages as foreseeable at conclusion of the contract. |
| 15.5 |
The user exempts Beta PCB from all claims, that third parties may assert against Beta PCB due to the violation of their rights or due to infringement of the law on account of offers and/or contents placed by the user on the Beta PCB website. The user therefore also undertakes all costs for legal defence of Beta PCB including all legal and lawyer costs. |
| 15.6 |
The user himself is responsible for the correctness and completeness of the information the user provides in the scope of this contractual relationship. Beta PCB neither checks this information, nor the information of other users. The user has the duty to take care that his information agrees with the truth and that neither the law nor the rights of third parties are infringed. |
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| 16. |
Contract Period and Notice |
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The contract period is indefinite. Both the user as well as Beta PCB can terminate the contract with 14 days notice. The termination needs to be carried out in writing. An electronic format is also sufficient. The liabilities of the user due to contracts already entered into stay untouched. Therefore they also have to be fulfilled after the termination of the contract of use. The commission duty of the manufacturer in accordance with No. 13 stays untouched as well. |
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| 17. |
Final Clause |
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The law of the Federal Republic of Germany is valid under exclusion of the UN Purchase Law. Exclusive legal domicile for all lawsuits is the location of the headquarters of Beta PCB. In addition to this, Beta PCB is entitled to bring legal action at the general legal domicile of the user. Should individual regulations of these conditions of use become ineffective, this does not affect the other regulations of this agreement. The ineffective regulations are to be replaced by mutual agreement of the parties with regulations that come closest to the economical object of the ineffective regulations in a legally binding way. This is also valid for regulation loopholes. Changes and amendments of these conditions of use require written format. If they are made by Beta PCB by inclusion on the website/platform, they take effect after 14 days. The user accepts them by using the platform for the first time after a change. |
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