Terms & Conditions

§ 1 Introduction

(1) Byprotex GmbH, represented by Dr. Andreas Wieser, Sebastian Gottfried, Lubos Cechvala, Brunnberg 12, 83553 Frauenneuharting, registered in the commercial registry of the district court Ebersberg, Germany, with the registry number HRB 254783 (in the following also „Byprotex“, „we“, „us“, and „our“) offers legal entities and natural persons (in the following „Users“) the possibility to use the digital marketplace developed by Byprotex GmbH (in the following the “Site” or the “Platform”). Additionally, Byprotex offers its Users support and consulting services connected with using the Platform. By using the Site and/or the Services, the Users agree to comply with and be bound by the terms and conditions set out in these Terms of Use, together with all policies and guidelines on the Site which are incorporated by reference. 

(2) These Terms of Use contain the entirety of the terms applicable between Byprotex and the User in respect of the services being offered by Byprotex under this service agreement. Terms departing from these Terms of Use shall only apply if confirmed in writing by Byprotex. With effect as from the date of the User’s admission pursuant to §3 hereof, the User is deemed to acknowledge these Terms of Use as governing.

(3) Byprotex shall be entitled to change any of the terms and conditions contained in these Terms of Use or any policies or guidelines which govern the Site or the Services at any time and in our sole discretion. Any such changes will be communicated to the Users via email. If the User does not agree to any changes to these Terms of Use, he must not continue to use the Site and the Services. The User will have four weeks time to object to the changes to these Terms of Use in writing. The continued use of the Site and the Services following the posting of any changes shall constitute the User‘s acceptance of such changes. 

 

§ 2 Services offered by Byprotex

(1) Byprotex offers an online Platform for buyers, traders and producers of animal by-products, plant-based materials, and milk products. The Platform offers an integrated messaging system in order to facilitate a direct communication between the buyer and the seller. Additionally, Byprotex offers functions and tools to facilitate simple administration and monitoring of the ongoing as well as closed transactions.

(2) Currently, there is only one kind of membership (the „Basic“ membership) available on Byprotex:

Basic membership: With a Basic membership, the Users can utilize all Services as defined in § 4.1 free of charge.

(3) A central document management system is provided to enable Users a constant access to their transaction documents, which have been uploaded to the Platform.

(4) Byprotex undertakes the review of available quality certificates of the registered Users which have been uploaded onto the Platform.

(5) Byprotex is entitled to limit the provision of certain services only to qualified Users (e.g., Users which have completed the registration process and have submitted all required documents). 

 

§ 3 Access to the Platform 

(1) A condition for being granted access to Byprotex is to register as a User, agree to these Terms of Use as well as to our Data Protection Policy, submit all required data and documents. Within the registration process, a User is obliged to provide her company data, invoice data as well as a name of a contact person. You authorise us to use any information provided to us when you register to verify your information (including any updated information), to obtain any additional information about you which we may require from time to time, to obtain credit reports about you, and to obtain an initial credit authorisation from your credit card issuer (where applicable). The information and documents provided during the registration as well as the company‘ creditworthiness and potential entries on sanction lists will be thoroughly checked by Byprotex. After a positive outcome of the registration process and the Know-Your-Customer analysis, the User will be admitted to the Platform. The User will be informed via email of her admission to the Platform. There can be no general claim for being admitted to the Platform. With the confirmation of admission, these Terms of Use come into effect.

(2) The User guarantees that all information submitted during the registration process as well as all other information published on the Platform and communicated to other Users is complete and correct. No PO Box address may be stated as your official postal address. Solely legal entities and natural persons not limited to their legal capacity are eligible to be admitted to the Plattform. The registration of legal entities and natural persons can be only undertaken by natural persons authorized to represent the registering subject, who identify themselves with their full name. In case of any changes, the User is required to promptly update her company, invoice or personal data.

(3) Byprotex has only limited possibilities to verify the data provided by the Users and to ensure that the data is complete and correct. As a result, despite various security measures, it cannot be excluded that some of the contact data provided by the Users are not inaccurate, incomplete or untrue. 

(4) Byprotex GmbH reserves the right to delete accounts, for which the registration process has not been completed, after an adequate period of time. 

(5) After the completion of the registration process, the User will receive her login credentials. All login credentials are individualized and may only be used by the authorized User. The User is obliged to keep her login credentials secret and to protect them from being misused by unauthorized third parties. The User is also responsible for preventing their employee login credential from being misused and for educating her employees about the proper treatment of their login credentials. In case of a suspicion of a credential misuse, the User is obliged to inform Byprotex GmbH immediately. If Byprotex GmbH learns of an unauthorized use of login credentials, we will block the respective user account immediately. In such a case, Byprotex GmbH reserves the right to change the login credentials of the respective user account. The User will be promptly informed of any such changes.

(6) Byprotex GmbH is entitled to block a user account in case of a justified suspicion that the User has violated these Terms of Use, any laws or any other third-party rights. The User can prevent any such measures by proving the suspicion to be wrong at her own expense. Byprotex GmbH is entitled to charge a reasonable administrative fee to the User if the User is responsible for the violation which led to blocking her account except if the User can prove that the caused damage was negligible. The same holds for unblocking a user account.

(7) A user account is not transferable.

 

§ 4 Basic membership

4.1 Scope of service

The scope of service included in the Basic membership is limited to the basic functions of the Platform. The following functions are defined as basic functions:

(a) Creation of requests for quotation;

(b) Reception of bids;

(c) Acceptance of bids and creation of orders;

(d) Review of all orders from the previous 12 months;

(e) Access to the entire product database;

(f) Review of product and company profiles. The company profiles are anonymised at first. However, they become visible as soon as a deal was closed;

(g) Creation of company and user profiles including upload of image material;

(h) Use of the document management system;

Throughout the duration of the Basic membership, the use of these functions is free and not subject to any time limits.

Byprotex reserves the right to change the structure, the interfaces as well as the content of the Platform in cases when the fulfillment of the purpose of this user agreement is not materially impaired. 

4.2 Conclusion of contract for the Basic membership

The following applies with respect to the conclusion of contract for the Basic membership:

(1) The provision of the registration for by Byprotex, which is to be filled out by the User, shall constitute a binding offer by Byprotex for a free Basic membership.

(2) Byprotex GmbH shall check the information provided by the User as well as her creditworthiness, VAT ID and any potential records on sanction lists. After having reached an overall positive assessment, the User will receive the confirmation of admission via email. 

(3) The User accepts the offer made by Byprotex for a free Basic membership by creating a user account. Via the creation of the user account, if no other agreement has been made, a user contract shall be concluded with the User.

4.3 Contract term and termination of the Basic membership

The following applies with respect to the contract term and termination of the Basic membership: 

(1) The free user contract shall run for an indefinite period of time. The contract term shall start with the day of registration and terminate when the User declares the termination of her User contract towards Byprotex or requests the deletion of her account.

(2) The User may terminate the contract at any point of time, without giving any reason, via email or mail. There is no period of notice for the User. The termination will take effect upon receipt of a written termination notice by Byprotex.

(3) Additionally, the User can terminate the contract by completely deleting her user account. 

(4) Byprotex is entitled to terminate a user contract with a notice period of four weeks starting from the end of the given month. The termination notice must be given in writing (i.e., via mail or email). An extraordinary termination of an user contract by Byprotex is governed by § 4.3 (5). 

(5) An extraordinary termination of the user contract for a Basic membership is possible for important cause is also possible as governed by the laws of Germany. For instance, an important cause for the immediate termination of the contract by Byprotex is the breach of these Terms of Use by the User which is not eliminated despite a written warning declared by Byprotex with a limit set to eliminate the breach. Another example of important causes for extraordinary termination of the User contract by Byprotex is an ongoing system breakdown caused by force majeure such as natural catastrophes, fire, external breakdown of the network, etc.

4.4 Price of the Basic membership

The Basic membership is free of charge.

4.5 Transaction fee

From the Basic members, Byprotex shall receive a 1.5% transaction fee of the net transaction volume. The transaction fee is to be paid by the party which responds either to an offer or to an request for quotation, i.e., if a supplier responds to a request for quotation published by a buyer, the transaction fee shall be paid by the supplier. The net transaction volume is defined as the contractual value of the volume  traded on the Platform before consideration of any taxes, other fees or additional services (e.g., logistics). This value may differ from the volume actually delivered.

 

§ 5 Conclusion of contracts on the platform

(1) Byprotex provides its Users with a marketplace and accompanying functions to initiate new business contacts and conclude sale and purchase agreements. Byprotex shall not engage in buying and selling goods on the Platform. Any contract which is formed in relation to the sale of goods through the Site is solely between the seller and the buyer. 

Buyers have the possibility to create requests for quotation to solicit a binding from the sellers on the Platform. Sellers can analogously create an offer of their products to which the buyers are invited to submit binding bids. Such tenders (i.e., requests for quotation / offers) are not a binding request for quotation / offer but rather represent an invitation to submit bids („invitatio ad offerendum“). Buyers / sellers may under no circumstances participate (i.e., bid) in a tender process initiated by themselves. Analogously, no third parties who act on behalf of a buyer / seller may participate in a tender process initiated by the buyer / seller.

Sellers / buyers may participate and submit a binding bid in tenders published by other buyers / sellers on the Platform. The submitted bids may deviate from published tender in terms of pricing (e.g. a higher / lower price may be offered), logistics terms, etc. The bids submitted by the seller / buyer represent binding offers on the conclusion of the contract tendered by the buyer / seller. If nothing else has been agreed between a buyer and a seller, a bid submitted by a seller / buyer in a tender process is only binding until the duration of the tender set by a buyer / seller has expired. Sellers / buyers shall have no claim to be invited to participate in tender processes. A buyer / seller is free to decide which of the submitted offers she accepts.

Unless a buyer and a seller have agreed on different terms, a contract is concluded when a buyer submits a partial / total order to a seller and, subsequently, the seller confirms the sale of the goods to the same buyer. Analogously, a contract is concluded when a seller submits a partial / total bid to a request for quotation published by a buyer and, subsequently, the buyer confirms the purchase from the seller.  

(2) Actions based on the use of certain log-in details shall be assigned to the User to whom the log-in details rightfully belong. The User will be held responsible for all actions executed on the Platform based on the use of her log-in details. In case of misuse or misappropriation of her log-in details, the User is immediately required to report the misuse to Byprotex.

(3) For all transactions executed in the marketplace, the system time, as shown on the Site, is relevant. 

(4) In case a product is deleted/ a tender is terminated before the expiration of the listing period, no valid contract between a buyer and a seller shall be concluded.

(5) Solely the buyer and the seller shall be responsible for the settlement of the contract concluded on the Platform. This concerns particularly the delivery of the traded product at the agreed quality and quantity, at the agreed delivery date, at the agreed location as well as the full payment according to the agreed conditions.

 

§ 6 Duties of the Users

(1) The creation of offers / requests for quotation on the Platform or bidding for products / extending offers is not permitted if:

a) The required information about the User or the product is incomplete;

b) Your use of the Site causes, or may cause, damage to the Site or impairment of the availability or accessibility of the Site; in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software. In particular, no illegal articles may be offered. In such cases, Byprotex is entitled to immediately remove the article from the Platform.

You must not access without authority, interfere with, damage or disrupt any part of the Site, any equipment or network on which the Site is stored, any software used in the provision of the Site or any equipment, network or software owned or used by any third party. 

(2) Sellers have to describe their goods in a complete and truthful manner and, if required, also upload corresponding images. All important characteristics and qualities need to be truthfully indicated. In addition, the logistics and payment terms have to be stated. The article description may solely relate to the offered articles. Promotion of other goods, which are not offered on the Platform, is prohibited.

(3) Goods, for which a specific license / certification is legally required, may only be offered / solicited on the Platform if the seller / buyer dispose of the license / certification required by law and indicate it in the product description. The goods may only be exchanged if the required licenses / certificates are in place and have been checked. 

(4) The indicated price is considered as the final price including a potential value-added tax and any other price components. The seller is nevertheless obliged to show the potentially included value-added tax separately. The seller may not charge any additional fees to the buyer in excess of the indicated price.

(5) The Users may use the contact details of their trade counterparties solely for the purpose of executing the trade. Utilization of the contact details beyond the transaction execution is not allowed. In particular, it is prohibited to sell or pass on these contact details to third parties, or to use them for advertising purposes.

(6) It is prohibited to manipulate the prices of both own and third-party goods offered on the Platform. It is also prohibited to manipulate the search functions by, for instance, misusing certain expressions or brands in the description of the goods.

 

§ 7 Settlement of the contracts concluded on the Platform

(1) Any contract which is formed in relation to the sale of goods through the Site is solely between the seller and the buyer, and Byprotex GmbH shall not be responsible or liable for any breach of any contract which may be formed between the seller and the buyer as a result of the use of the Platform or the services. For example, Byprotex shall not be liable to the buyer if a seller fails to deliver any goods or if such goods are defective or not as described. Likewise, Byprotex shall not be liable to the seller for any failure by a buyer to pay for any Goods or receive delivery of (or collect) any Goods.

(2) As Byprotex is neither the buyer nor the seller of the goods, if a dispute arises in relation to any transaction between the buyer and the seller, both the buyer and the seller agree that Byprotex shall not be liable for any claims and liabilities (whether direct, indirect or consequential) arising out of or in connection with such disputes. Furthermore, Byprotex shall not be required to mediate between the buyer and the seller or enforce or perform the fulfilment of any contract whatsoever. 

(3) Byprotex cannot be held liable for the true identity and authority to sign of Users. In case of doubt, both contractual partners are encouraged to verify the identity as well as the authority to sign off the other contractual partner. Even though Byprotex conducts an identity verification check during the onboarding process, this does not completely remove the risk that some of the submitted documents were falsified.

 

§ 8 Liability of Byprotex

(1) Byprotex shall be liable in the event of intent and gross negligence. Byprotex GmbH is fully liable for intent and gross negligence, in the event of ordinary negligence, however, Byprotex shall be liable only in case of a violation of essential contractual duties. The provision of the Platform and the enabling of negotiation as well as of conclusion of contracts are considered essential contractual duties of Byprotex. The liability of Byprotex in the event of an essential contractual duty is limited to the extent of a contract-typical damage, which could have been foreseen by Byprotex based on the circumstances at the time of the conclusion of the user contract.

(2) Byprotex shall be liable in the event of extending a warranty to the extent required by law as well as for other claims according to the product liability law or if it culpably caused harm to life, limb or health.

(3) In its capacity as platform provider, Byprotex shall not be liable for faults in the power supply system for which it is not responsible. 

(4) Byprotex shall only be liable in the event of loss of data if the loss of data could not have been prevented by the User by reasonable data backup efforts.

(5) The liability of Byprotex in case of a violation of essential contractual duties does not apply in case of an improper or incorrect use of the Site by the User.

(6) The liability limitations stated above apply analogously to actions and to the personal liability of our employees and agents.

(7) The Site may contain hyperlinks or references to third party websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that we endorse that third party's website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site. 

(8) Content on the Site is provided for general information purposes. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purpose.  

(9) While we try to make sure that the Site is accurate, up-to-date and free from bugs, we cannot guarantee that it will be. Furthermore, we cannot guarantee that the Site will be fit or suitable for any particular purpose. Any reliance that you may place on the information on the Site is at your own risk. 

(10) Byprotex cannot be held liable for a breach of a contract between a seller and a buyer concluded on the Platform by either one of the contractual parties.

(11) A liability above and beyond the regulation in §8 by Byprotex is excluded.

 

§ 9 Third-party content

(1) Users are prohibited from placing content (e.g. links or frames) onto the Platform that violates provisions of law, regulatory requirements or good manners. Furthermore, Users are prohibited from uploading any content that infringes on third party rights, in particular any copyrights or trademark rights of third parties. This also applies to third-party content shared on the PLatform in form of links and frames. 

(2) Byprotex shall not be deemed to endorse or adopt any third party content as its own under any circumstances. The User hereby guarantees to Byprotex and to other Users of the platform that the goods and services offered by it in the context of invitations to offer do not infringe on any copyrights, trademarks, patents or other intellectual property rights or trade secrets.

(3) Byprotex reserves the right to block third party content where such content is deemed an offense under applicable law or is discernibly intended to assist in preparation for criminal acts. 

(4) The User shall indemnify and hold Byprotex harmless against all claims made by third parties against Byprotex based on infringements of their rights or based on violations of law arising due to offers and/or content uploaded by Users insofar the User is responsible for. The User shall also bear the incurred costs of Byprotex's legal defense in this respect, including all court fees and lawyers' fees.

 

§ 10 Further duties of Registered Users

(1) The User has a duty:

(a) To set up and maintain the necessary data security measures throughout the entire term of the contract. The foregoing refers primarily to careful and conscientious handling of logins and passwords;

(b) To immediately notify Byprotex of any technical changes occurring within his sphere where such changes are apt to adversely impact Byprotex’s provision of its services or the security of its Platform;

(c) To assist in investigating attacks by third parties on the Platform, to the extent such assistance by the User is required;

(2) The User hereby undertakes that he shall refrain from any acts which would put the functionality of the Platform at risk or disrupt its functionality, and that he shall not access any data he is not authorized to access. In addition, the User must ensure that the information he communicates via the Platform and the data it uploads to the Platform do not contain any viruses, worms or Trojan horses. The User hereby undertakes to compensate Byprotex for all losses arising out of any non-compliance with these duties, insofar he is responsible for and, in addition, to hold Byprotex harmless against all claims of third parties, including the costs of legal counsel and court costs, incurred by Byprotex due to the User’s failure to comply with these duties.

 

§ 11 Transfer and offsetting

(1) A transfer of user rights, whether in whole or in part, in connection with her user contract with Byprotex is not permitted.

(2) The User is only entitled to offset her claims against the claims of Byprotex if the claim of the User has been found to be indisputable or legally binding.

§ 12 Privacy

Information about the type, scope and purposes of processing personal data can be found in the privacy policy.

 

§ 13 Final provisions

(1) All statements transmitted to the Byprotex GmbH within the scope of a concluded or future user contract have to be transmitted in writing or via email.

(2) The parties' relations shall be governed by the law of the Federal Republic of Germany, but excluding application of the UN Convention on Contracts for the International Sale of Goods. Exclusive legal domicile for all lawsuits is the location of the registered office of Byprotex. In addition, Byprotex shall be entitled to file a suit at the User's place of general jurisdiction.

(3) In the event that individual terms of these Terms of Use should be or become invalid or should be in conflict with requirements of law, the effectiveness of the remaining Terms and Conditions of Use shall not be affected thereby. The parties shall by mutual agreement replace the invalid term by such valid term as comes the closest in a legally binding manner to the economic extent of the invalid term. The foregoing provision shall apply mutatis mutandis in the case of contractual gaps.

(4) Our failure to enforce the performance of any provision of these Terms of Use shall not constitute a waiver of our rights to subsequently enforce such provision or any other provision of these Terms of Use.

Frauenneuharting, 01.03.2020

 

info@byprotex.com

+49 (0)171 / 74 53 271

Byprotex GmbH

Brunnberg 12

83553 Frauenneuharting

Germany

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