Algemene condities

Algemene verkoopvoorwaarden of DynamicMarkets GmbH, Munich, Germany for the use of "Techpilot"

1.

Area of Application

(1)

These General Business Terms are valid between DynamicMarkets GmbH, Munich ("DynamicMarkets") and each registered user ("User") of the Internet platform Techpilot http://www.techpilot.net ("Techpilot").

(2)

Deviating agreements between DynamicMarkets and the User as well as obligatory legal regulations take precendence.

(3)

Only these General Business Terms are valid. Deviating business terms of the User do not apply.

2.

Registration for Techpilot

(1)

Registration with DynamicMarkets GmbH is necessary in order to use Techpilot.

(2)

The User is required to register using his own name and to provide all information correctly and completely.

(3)

For successful registration, the User must accept the General Business Terms. Confirmation is done by activating the user account with an activation link sent by e-Mail.

(4)

With successful registration, the User vis-à-vis DynamicMarkets submits an offer to conclude a utilization order, which includes these General Business Terms.

(5)

DynamicMarkets is not obliged to accept this offer. If DynamicMarkets chooses not to accept this offer, DynamicMarkets deactivates the registered access data (user name, password).

(6)

Registration initially is for one named User. Additional Users may be registered after activation of the login data. In particular, it is not permitted to use Techpilot through other than the registered User(s).

3.

Use of Techpilot

(1)

Techpilot offers Users the option of forwarding inquiries and quotations as well as other information to other Users as well as presenting them in the marketplace (below called "User Information"). Techpilot also quotes the User the option of entering into orders with other Users regarding quoted or requested goods or services.

(2)

Techpilot may only be used for commercial purposes. When using Techpilot, the User must be performing an allowed commercial or independent professional activity.

(3)

User Information may only be used within the usage of Techpilot (see III, 1.) In particular, it is not permitted to store or process User Information for any other than the specified purposes. In addition, Techpilot may not be used acting representatively for third parties.

(4)

Techpilot may not be used by third parties acting representatively for registered Users.

(5)

Use is subject to the laws of the Federal Republic of Germany. Provided User Information must comply with these laws and, in particular, common decency. Should the User Information not comply with these laws, in particular common decency, then DynamicMarkets will delete this information and, if necessary, take legal action against the relevant User.

(6)

In particular, it is not allowed to provide User Information that:

a.

contains racist or other discriminating content;

b.

contains pornographic content or breaks the laws on this topic;

c.

concerns stolen goods;

d.

concerns trade with human organs, genes, or comparable goods;

e.

concerns trade with drugs, tobacco products, medical products, pharmaceuticals, alcoholic beverages or food;

f.

concerns goods that do not comply with national import/export regulations or other national regulations, e.g., security regulations;

g.

concerns trade with chemical or other hazardous materials;

h.

violates commercial law regulations;

i.

contains exaggerated advertisement;

j.

violates copyright and trademark or similar regulations on the protection of intellectual property or commercial property rights;

k.

can affect the value of a company's stock or contains insider information;

l.

contains games of chance, rewards or games for profit;

m.

violates animal protection laws;

n.

is not serious.

(7)

The User is obliged to immediately report a violation of this number III 6. (b) to (d) to the e-mail address service@techpilot.net .

4.

User Information

(1)

When entering the User Information, all data must be provided that is relevant for an order to be concluded with other Users. No data may be entered that could lead to a misinterpretation of User Information. Furthermore, no information may be withheld. In particular, product defects must be given if these can substantially decrease the value of the goods or substantially affect the use of the goods. If specific properties of the goods sold are promised, then the goods to be disposed of must have this property at the time of the transfer of risk.

(2)

The User must ensure that User Information is always kept current.

(3)

Each User understands and accepts that he will receive inquiries or quotes from other Users upon entry of User Information, as long as he is registered with Techpilot.

(4)

The provided User Information can be made available an anonymized form on the public part of Techpilot. In this case, part of the User Information can be viewed by all visitors of the Techpilot Internet site, even those that are not registered.

5.

Conclusion of a order and Settlement of an Order between Users

(1)

If User Information contains a quotation to an inquiry, then upon entry in Techpilot these count as binding insofar as they already contain all essential components for the conclusion of an order. If these are not accepted or are not accepted within a period set by the User, they can be retracted at any time.

(2)

An order regarding User Information is effective only between Users. DynamicMarkets is neither party to the order nor messenger nor vicarious agent of one or both Users nor does it participate in any way in the conclusion of the order. All order components are to be negotiated by the participating Users. The implementation of the order is the sole responsibility of the Users.

(3)

DynamicMarkets has no influence on the quoted goods or services, their quality or composition.

6.

Prices, Payments

(1)

Abonnements bijdragen worden uitsluitend door gebruikers betaald bij individulele contractuele afspraken

(2)

Initial registration on Techpilot, usage of the purchaser functionality ("sourcing") and the supplier test functionality ("supplier TEST") are free of charges.

(3)

In case individual contract agreements for additional services are made between DynamicMarkets and the User, i.e. for preferred supplier registration ("Premium-Membership") or corporate purchasing platforms ("supplier portal", "sourcing platform"), the amount of the utilisation fees is solely based on the individual agreements made at the time of registration.

(4)

All offers for providing additional services with costs are subject to confirmation by DynamicMarkets. An order for additional services shall be deemed to be confirmed when

i.

DynamicMarkets sends a confirmation note; or

ii.

when the additional services as described in the written order are provided by DynamicMarkets.

If the user does not immediately within three days object to a confirmation note received, it is considered to be an implicit agreement of the conditions described herein.

(5)

Utilisation fees can be adjusted by DynamicMarkets as long as the adjustment is directed at future use and the adjustment is reasonable to the User. DynamicMarkets will inform the User about price adjustments via e-mail and will let the User know well in advance when the new prices will take effect.

(6)

If applicable, DynamicMarkets will invoice the User for all fees agreed on. The invoice amounts are due by the date indicated on the invoice, but at the latest 10 days after receipt of the invoice.

(7)

Utilisation charges will be invoiced for 12 months in advance. For contract periods shorter than 12 months, invoices will be issued for the entire contract period in advance.

7.

Duration of Use

(1)

If additional services are provided based on an individual contract agreement, the contract period is one year insofar as there are no different arrangements for the contract period.

(2)

If no notice of cancellation is received or if it is not received on time, then the contract is automatically prolonged by another period as contracted before. Notice of cancellation for the prolongation of the contract period may be given with prior notice of one month before the end of the contract period. Notice of cancellation by registered Users shall state the customer number and be provided in writing to the e-mail address  deregister@techpilot.net or by post to DynamicMarkets.

(3)

An extraordinary notice of cancellation for an important reason, e.g., violation of item III. 6., is possible at any time. In this case, the fees that have already been paid for the year cannot be refunded.

8.

Guarantee, Liability, Force Majeure

(1)

DynamicMarkets does not guarantee the correctness and completeness of the User Information or any other information or statement that a User provides via Techpilot. DynamicMarkets is not liable for User Information. If Users give opinions, this represents the opinion of the respective User, not the opinion of DynamicMarkets.

(2)

Eventual continuing liability based on § 5 (1) or (3) of the German Teleservices law remains unaffected.

(3)

Guarantee or liability with respect to goods or services sold is the sole responsibility of the Users. DynamicMarkets does not guarantee and is not liable for the goods or service traded via Techpilot or guarantees promised by the Users. DynamicMarkets does not guarantee the creditworthiness of the Users.

(4)

Dynamic Markets does not guarantee the permanent availability of Techpilot. Maintenance or foreseeable downtime will be announced in a timely fashion via Techpilot. Users are not informed individually.

(5)

If DynamicMarkets is liable within the framework of the law, then the following provisions apply:

(6)

Based on the following regulations, DynamicMarkets is liable for damages regardless of the legal reason that are the responsibility of DynamicMarkets, its legal representative or its vicarious agents:

i.

DynamicMarkets is absolutely liable for damage caused intentionally or by gross negligence.

ii.

DynamicMarkets is only liable for slight negligence if it concerns the damage of essential orderual obligations (cardinal obligations). But, in this case, liability is limited to damages that were foreseeable by DynamicMarkets or were to be controlled for the User.

iii.

For intentional, grossly negligent, or negligent damage of orderual obligations through simple vicarious agents, liability is limited to damages that were foreseeable by DynamicMarkets or were to be controlled for the User.

(7)

DynamicMarkets is not liable for unencumbered technical failure or unencumbered technical disturbances in its own plant or in the plant of its vicarious agents.

(8)

If legal representatives of DynamicMarkets, vicarious agents, factory members or those that help DynamicMarkets within the framework of its services are personally liable, this liability is limited to the same extent as the liability of DynamicMarkets.

(9)

The User's claim to compensation for all reasons except damage claims due to unallowed acts becomes subject to the statute of limitations after three years from the formation of the claim, but at the latest three years after the end of the order (deregistration).

(10)

DynamicMarkets is not liable for non-representable disruptions due to force majeure, operating disruptions occurring for DynamicMarkets or their vicarious agents, e.g., strike, lockout, proclamation, natural disaster, embargos, non-granted or revoked permits, that also temporarily prevent DynamicMarkets from operating Techpilot.

9.

Liability for Hyperlinks

(1)

Insofar as hyperlinks are used on Techpilot, DynamicMarkets checks that the foreign content complies with any civil or criminal responsibility. But, DynamicMarkets is not required to continuously check the content to which DynamicMarkets quotes point for changes that could create new responsibility. Only if DynamicMarkets determines or is informed by others that a concrete quote, to which a link is provided, triggers civil or criminal responsibility, DynamicMarkets will remove the reference to this quote if this is technically possible and reasonable. The technical possibility and reasonability is not influenced by the fact that, after removal of access by Techpilot, the illegal or punishable quote can still be accessed via other servers.

10.

Offset, Right of Retention

(1)

The User can only offset against claims and demands by DynamicMarkets if its counterclaim is determined to be undisputed, ready for a decision or non-appealable.

(2)

The User can only exercise rights of retention regardless for which legal reason, even the right of retention as per § 369 HGB (Commercial Code), but not the right of retention as per § 273 HGB, if these are based on claims that are undisputed, ready for decision, or non-appealable. The right of retention as per § 273 HGB is excluded.

11.

Security

(1)

The User is obligated to comply with the security guidelines. User name and password are to be managed by the User himself. DynamicMarkets should be informed immediately if there is reason to assume misuse.

(2)

At termination of registration, access will be immediately blocked. A blockage also occurs if the User requests this or if there is reason to assume misuse.

12.

Data Protection, Cookies

(1)

Personal data that is gathered during registration is treated strictly based on the valid laws. The information is only saved for the registration period. After this, all personal data is deleted permanently. This information is only forwarded to companies that support DynamicMarkets in the billing process. Up until the information is deleted by DynamicMarkets, customers can view their data online at "User Settings » Personal Data". This information can be changed using the links provided there. Furthermore, customers can also send a message to service@techpilot.net  to block or delete personal data. However, after blockage or deletion, Techpilot may no longer be used. The data can be changed slightly to adjust the service. The data can also be passed on in anonymous form to relevant market research companies for market research and adjustment of services.

(2)

In particular, personal data is viewable by other registered Techpilot Users as long as this information concerns the data of a contact person in a company and the company is registered in the Techpilot supplier directory.

(3)

To make Techpilot easier to use, cookies are stored on the User's computer. This is essential for the use of Techpilot. The cookies only serve to recognize the User within one single use of Techpilot. No personal data is transmitted or otherwise used.

(4)

With registration, the User agrees to the gathering, processing and use of personal data in the aforementioned manner. Until deletion of the data, the User can view this data under "User Settings » Personal Data".

13.

Choice of Law, Jurisdiction

(1)

Only German law is to be used for the services, their implementation and any disputes resulting herefrom. Articles 13 through and including Article 37 EGBGB (Introductory Law of the Civil Code) are not to be used.

(2)

Court of jurisdiction for any disputes shall be Munich, Germany.