General terms and conditions and data protection provisions of GreenLightTextile
§ 1 Object of Agreement
The GreenLightTextile operates under the protected trade name “GreenLightTextile” 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, GreenLightTextile 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 GreenLightTextile user platform is the execution of a user agreement with GreenLightTextile pursuant to § 3 Article 1. Declarations of intent and contracts communicated via GreenLightTextile are made directly and exclusively between the respective users and are processed and fulfilled outside of the platform. Thus GreenLightTextile 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 GreenLightTextile is exclusively available to the suppliers and members of GreenLightTextile.
Only persons who are commercial agents pursuant to the German HGB (Trade Statute) & foreign statutes shall be permitted to register as users. GreenLightTextile shall have the right to require the user verify compliance with the utilization requirements for GreenLightTextile. 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. GreenLightTextile shall have the right to define the details of the representation proof. Apart from that, GreenLightTextile 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 GreenLightTextile, given that GreenLightTextile 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 Terms as well as any modifications of these Terms communicated to the user. In the event that the Terms 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 Terms shall be deemed accepted.
§ 3 Registration and Contract Execution
The user shall be able to register with GreenLightTextile by completing and sending the registration form to GreenLightTextile. Upon registration, the user shall accept the specific order terms and the Terms. The registration as a user and the permission to utilize the platform shall be affected upon receipt of the registration form by GreenLightTextile 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. GreenLightTextile 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 GreenLightTextile or competitive interests against GreenLightTextile
violations of GreenLightTextile’s provisions for use and Terms
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 GreenLightTextile pursuant to these Terms, the user shall not be entitled to any reimbursements, termination or reduction of applicable membership fees or payables.
The user shall undertake to notify GreenLightTextile of all changes to the data submitted upon registration in a timely fashion. The user shall ensure to exercise utmost diligence to always provide GreenLightTextile 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 [email protected]. 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).
GreenLightTextile 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 GreenLightTextile’s scope of risk.
Access to the platform may be suspended upon three incorrect entries of the passwords.
§ 5 Services rendered by GreenLightTextile
GreenLightTextile 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, GreenLightTextile offers members and sellers different forms of memberships or premium packages with different service variations, which are governed by order terms or additional contracts.
GreenLightTextile 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 GreenLightTextile 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 GreenLightTextile’s services only in compliance with the general provisions of use (§ 7) for sellers on GreenLightTextile, 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 GreenLightTextile 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 GreenLightTextile 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 GreenLightTextile by providing GreenLightTextile 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 GreenLightTextile 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 GreenLightTextile.
BestPrice-Guarantee by supplier
GreenLightTextile 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 GreenLightTextile 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 GreenLightTextile members ordering throught GreenLightTextile and the tradesafe processing. GreenLightTextile 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 GreenLightTextile. Claims should be submitted within the tradesafe order procession prior to delivery confirmation.
GreenLightTextile 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.
GreenLightTextile shall have the right to exclude sellers from the trade on GreenLightTextile 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 GreenLightTextile. The same shall apply if such action is required to protect the security of GreenLightTextile and its members.
The ad shall be inserted and be binding on the user as soon as it is registered in GreenLightTextile’s database and activated by the user. The user shall have the option to autonomously revoke the user’s offer on GreenLightTextile. The revocation shall become effective upon deletion or suspension of the ad on GreenLightTextile.
The ad placed by the user on GreenLightTextile 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. GreenLightTextile shall provide the seller with the key data on the interested party onlinne and via e-mail. Consequently, GreenLightTextile 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 GreenLightTextile upon initiation of a user, transferred to another user or received by the latter, shall exclusively constitute measures undertaken by the users. GreenLightTextile, in terms of these measures, shall neither act in its own name nor as an agent of third any other party.
GreenLightTextile 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 GreenLightTextile, the user shall incur utilization fees according to GreenLightTextile’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 GreenLightTextile, ancillary costs shall not be incurred.
The entitlement to compensation shall prevail regardless of actual utilization or possible contractual restriction of services by GreenLightTextile 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 GreenLightTextile 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 GreenLightTextile via e-mail, in PDF format for original print out and shall undertake to provide GreenLightTextile and GreenLightTextile with the latest and valid e-mail address at all times. Upon request, GreenLightTextile 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 GreenLightTextile and GreenLightTextile an authorization and data for the electronic billing of GreenLightTextile utilization fees to the user’s credit card or bank account, during the registration process or during the membership term, GreenLightTextile 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 GreenLightTextile, regardless of the possible business basics. GreenLightTextile 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 GreenLightTextile 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 GreenLightTextile in addition to the originally owed amount.
§ 10 Data Protection, Data Stores, Data Extension
As a user, upon application and registration with GreenLightTextile, 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 GreenLightTextile and archiving is required for documentation and security purposes.
GreenLightTextile shall in particular be authorized to publish your membership data and e-mail address
within the scope of services rendered by GreenLightTextile on GreenLightTextile and to forward them to sellers with inquiries
to utilize this information for the mailing of membership invoices and information to and from GreenLightTextile, 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 GreenLightTextile 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 GreenLightTextile.
§ 11 Warranty Exclusion
The following liability restrictions in favor of GreenLightTextile and GreenLightTextile shall apply to all information, declarations of will, contracts between third parties and inquiries about goods and services within the scope of GreenLightTextile:
GreenLightTextile does not provide any warranties for agreements made between applicable users and for information provided between the parties.
GreenLightTextile excludes any and all warranties for goods and services delivered by the seller to the buyer. GreenLightTextile 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.
GreenLightTextile 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 GreenLightTextile. 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, GreenLightTextile 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 GreenLightTextile 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
GreenLightTextile shall not be liable for claims based on the fact that GreenLightTextile 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.
GreenLightTextile shall not be liable fort he completeness an correctness of information, advice and recommendations provided by users on the GreenLightTextile website or made accessible via the GreenLightTextile website.
In particular, GreenLightTextile 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.
GreenLightTextile 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. GreenLightTextile 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 GreenLightTextile 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.
GreenLightTextile shall not be liable for damages due to errors in offers provided by sellers on GreenLightTextile’s website and the relevant buyer responses. GreenLightTextile shall, in particular not be liable for damages resulting from the removal or suppression of seller and buyer entries on GreenLightTextile’s website or from the failure to remove or suppress such information.
GreenLightTextile 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.
GreenLightTextile shall not be liable for the content of the websites of third parties, in particular for those of stores within GreenLightTextile that are being directly or indirectly referred to on GreenLightTextile’s website.
The above liability restrictions shall apply accordingly to the legal representatives, employees and agents of GreenLightTextile.
GreenLightTextile 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 Netherlands. 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 Terms and Conditions shall be Arnhem, The Netherlands. GreenLightTextile 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.