TradeSafe General Terms of Business for buyers

Article 1: Area of application
 
  1. The following General Terms of Business of zentrada Europe GmbH & Co. KG (in the following referred to as “TradeSafe“), headquartered in Würzburg, Germany, apply to the use of the TradeSafe service with the buyer, as its representative for the mediation of business transactions.



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  3. These General Terms of Business have exclusive applicability. Conflicting or deviating terms and conditions of the buyer will not be acknowledged unless TradeSafe has expressly agreed to them in writing.


 
Article 2: Subject of the contract


1. Under the label of TradeSafe and in accordance with the following regulations, TradeSafe conducts an internet-based fiduciary order and payment processing for individual trades of goods (in the following also referred to as “Transactions”) between commercially active suppliers and buyers of the zentrada.network.

2. TradeSafe regards itself as a transaction service supplier for the transfer of order information and letters of intent as well as for handling of payments between buyer and supplier (in the following referred to as “Trading Parties”), however, is not a contract party of the trade of goods that is existent between the Trading Parties. The buyer instructs Trade Safe as processing service, to mediate for him the transactions that shall be processed with the respective supplier, to transmit the necessary declarations of intention and if necessary for the individual business transaction also to collect money or even to pay off money. Both trading parties benefit through this conducted processing of transactions. 3. If discrepancies arise between the Trading Parties in the course of the transaction process, TradeSafe, in its fiduciary responsibility, shall take on the role of the mediator with the option of an arbitration decision pursuant to the following regulations, which the Trading Parties agree to when accepting the services of TradeSafe.

4. Should these terms contain regulations for the legal relationship between supplier and buyer, these only apply with regard to TradeSafe.

 
Article 3: User requirements and conditions of use

 
  1. The use of TradeSafe is only available to registered members of the zentrada.network and therefore to commercial suppliers and buyers only.



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  3. With their registration and the use of TradeSafe, the Trading Parties confirm their commercial status, their banking information, their unlimited legal capacity, and the correctness of all personal and company information. TradeSafe and zentrada.network are not liable for the correctness of these data or for any legal consequences resulting from incorrect information as long as these are not part of the service provided by TradeSafe.



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  5. In order to utilise TradeSafe as a supplier and access the special functions, a separate registration and agreement to TradeSafe’s General Terms of Business at hand is necessary besides the order authorisation within the zentrada.network. Furthermore, the use of TradeSafe requires that all declarations of Trading Parties are exclusively made by means of the transaction function of the zentrada and TradeSafe accounts.



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  7. The user is advised that only the information is accessible within the zentrada and TradeSafe online system that is relevant to the respective transaction. Automated emails sent out by the systems only contain a notification about the change and activities of the order process. The Trading Parties are obligated to regularly remove the most current relevant information as well as the order status from the online system to protect against forged notifications.



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  9. TradeSafe reserves the right to request special documentation from buyers and suppliers for the verification of their person, company or identity, if security requirements, laws (e.g. Money Laundering Act) or other circumstances deem this necessary.



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  11. There is no entitlement to participation in TradeSafe. TradeSafe reserves the right to deny participation in the system without the need to indicate the reasons, particularly on the grounds of incorrect information contained in the fiduciary forms or behaviour contrary to the contract, or to terminate participation at any time without prior notice.



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  13. The Trading Parties are obligated to protect the login information to their TradeSafe account from third parties. They are fully liable for any improper use of their TradeSafe account, unless the Trading Party can prove that he is not responsible for the unauthorised use.


 
Article 4: Service fees


Buyers may generally use the services of TradeSafe for free, the resulting payments are taken over by provider. The buyer can handle the transactions, which occur through the mediation of TradeSafe, only within TradeSafe. Buyers shall only be charged fees for the cancellation and reversal of an agreed Transaction without substitution in the amount of EUR 20.00 net, if the buyer was verifiably responsible for the cancellation of reversal.

 
Article 5: TradeSafe service process

 
  1. Quotation requests:

    From the shopping carts of the shops and showrooms within the zentrada.network, the buyer moves on to his centralised shopping cart, quotation request and order management on www.tradesafe.eu.

    Here, from the shopping cart, non-binding quotation requests can be sent via TradeSafe to the respective supplier, which will either be processed by the supplier within the specified timeframe or expire. TradeSafe transmits the quotation requests of the mediated business transactions for the buyer to the supplier

    The quotation requests are free of charge and non-binding. Neither the supplier nor TradeSafe can and will derive a claim from such a quotation.



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  3. Order quotations and orders:

    On the basis of the free quotation request in his TradeSafe order management section in zentrada, the supplier shall check the availability of the product(s) in its/their desired amount, calculate the exact shipping costs to the shipping address specified by the buyer, and shall determine the corresponding value added tax by using the information he was provided with. For this purpose, the supplier will be provided by TradeSafe with the necessary data regarding the request for quotation of the buyer and his company.

    Based on all of this, the supplier shall then submit a legally binding order quotation. The buyer may then place an order within two business days (the term “business days” in the following means the days of Monday through Friday) after receipt of the order quotation, which also will be transmitted for him to supplier and must then be obligated to ensure payment receipt at TradeSafe within a timeframe of six business days starting with receipt of the order quotation. The contract between supplier and buyer materialises as soon as TradeSafe informs for the buyer the supplier of the delivery order after payment receipt in due time.

    The concrete processing relation between TradeSafe and the buyer is created with receipt of the order at TradeSafe; for this purpose, the buyer agrees to the present General Terms of Business of TradeSafe in their version effective at the time when the order is placed.

    Should the buyer not agree with the quotation made by the supplier, he may reject it, ignore it or request a modified quotation via TradeSafe.



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  5. Payments:

    For payment processing of the order, the buyer shall select one of the available payment methods specified on the TradeSafe portal and confirm his selection by clicking on the button.

    The buyer shall then soon receive an email with the confirmation of the selected payment method, the order amount, the transaction identification number (TransID) as well as the deadline within which the payment must be received by TradeSafe in order to enable the futher processing of the mediated business transaction and bindingly conclude the contract on the part of the supplier.

    Payments must be made exclusively and in due time in consideration of the standard processing times to the specified TradeSafe account. A separate payment must be made per order stating the respective TransID and the buyer’s name. If a payment made by the buyer cannot be associated with a certain Transaction, because the buyer provided no or the wrong TransID when transferring the funds, TradeSafe shall not be liable for any damages incurred by the buyer due to late booking.

    The buyer shall receive a payment receipt confirmation via email from TradeSafe.

    Upon payment receipt in due time for the full order amount, the supplier will receive a shipment request from TradeSafe for the respective product(s) as well as a request to produce a corresponding invoice for the order to the buyer.

    If the buyer placed the order in time, however, the buyer’s payment was not made to the TradeSafe account in time after receipt of the order quotation, the delivery contract between the Trading Parties shall only come into effect if the supplier agrees to an extension. If the supplier does not agree to an extension, the Transaction shall be forfeited and restitution shall be made to the supplier for the payment without charge.



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  7. Dispatch notice, delivery confirmation, problem report:

    After reporting the shipment of the ordered product by the supplier, the buyer shall receive a dispatch notice from TradeSafe, which shall request the buyer to confirm proper delivery of his order in the order management section of his TradeSafe account within 15 business days after the supplier’s dispatch notice, or to submit an problem report.

    If the shipment is not received within the expected delivery period or exhibit any product defects, the buyer shall submit an “problem report” regarding the Transaction via the order management section of his TradeSafe account within the deadline for the delivery confirmation in order to prohibit payment of the order amount to the supplier and to inform TradeSafe’s customer service.

    If the buyer fails to confirm the proper delivery or submit an problem report within the specified time period, TradeSafe may assume for the buyer proper delivery and initiate invoicing and payment of the Transaction amount to the supplier less any fees. The order processing and other obligations on the part of TradeSafe towards the supplier and the buyer in this concrete processing relation are thus complete.
  8. Problem reports from the buyer:

    Upon payment receipt confirmation of the full order amount of a Transaction in due time issued by TradeSafe, the buyer may use the “problem report” function in the order management section of www.TradeSafe.eu with which the buyer call in TradeSafe customer service for processing of problems of his order and, most importantly, ask for help in the event of delay in delivery or false delivery in order to cancel payment of the order amount to the supplier.

    TradeSafe offers support and arbitration of interests between supplier and buyer particularly in the following cases:
     
    • The buyer’s payment was received by TradeSafe, however, the supplier does not report shipment of the goods within the specified timeframe.



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    • The supplier has confirmed dispatch, however, the buyer does not receive the delivery within the usual delivery period.



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    • The shipment is incomplete, the products verifiably do not match the specifications or is verifiably damaged or defective.

    As per Article 5 No. 4, an problem report may only be submitted between the time of payment receipt confirmation for the order amount and the completion of the Transaction, which is marked by the submission of a delivery confirmation or by the event that the buyer lets this deadline pass. Nevertheless, the buyer is allowed up to 15 days to submit an problem report. The supplier is expressly advised that, in the event the buyer submits an problem report within this time period, this constitutes a presentation of direct notice of defect in terms of Article 377 HGB [German Commercial Code].

    The processing of problem reports is carried out, on the part of TradeSafe, in accordance with internal regulations and the individual circumstances.

    Particularly in the event of arbitration of disputable circumstances, the code of practice specified in Article 6 is implemented, which has been acknowledged by the buyer and the supplier as the basis of arbitration and has been agreed to with their utilisation of TradeSafe.

    TradeSafe may make use of the code of practice as they see fit. The basis is the fiduciary function of TradeSafe in the representation of the buyer’s and the supplier’s interests.



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  10. Special regulations for the pre-order processing

    Selected suppliers offer you the option to order products bindingly long term in advance for a desired delivery date with a deposit payment, which is defined by the supplier. With your pre-order and deposit, you agree as buyer to the following special regulations for pre-orders.

    1. Pre-orders are binding orders of the appropriately labeled pre-order offers with the commitment to final payment and acceptance of the ordered products at the agreed deadlines. When TradeSafe has received the complete and in time payment of the deposit required by the supplier, TradeSafe transfers a binding pre-order to the supplier for the corresponding product procurement, production or reservation. TradeSafe requests the final payment from the buyer in time for calculated shipping date. After receipt of the final payment to TradeSafe the supplier receives the order to deliver the porducts within the agreed deadlines. The deposit and final payment of the buyer is held in trust by TradeSafe and, according to § 5 (4), will be paid to the supplier, after the confirmation of delivery through the buyer. If there is a breach of duty on the part of the buyer or supplier, the following regulations apply.

    2. If the buyer, for reasons which he is responsible for, doesn't pay the agreed final payment to TradeSafe timely or within a for the supplier reasonable period, the order can be canceled by TradeSafe. The supplier therefrom is entitled to compensation in the amount of the deposit. This compensation will be paid from the buyer's deposit. A repayment claim is void.

    3. If the supplier, in a case of timely final payment and delivery order, is not able to deliver the ordered products within a reasonable period for the buyer, the order and the delivery order will be canceled by TradeSafe. TradeSafe. In addition the buyer has a claim of a lump sum compensation in the amount of 50% (fifty percent) of the required deposit amount against the supplier. This claim is transferred by the buyer for the realisation to TradeSafe. If TradeSafe isn’t able to obtain the money from the supplier, the buyer also can pursue his own debt collection measures.


 
Article 6: Arbitration procedure and decision

 
  1. In the event of an problem report regarding a TradeSafe Transaction, the first step is to put the payment of the order amount made by the buyer to TradeSafe until the problem has been solved. Within a few days, TradeSafe shall then mediate informal reconciliation of the problem status as well as possible solutions between the buyer and the supplier. If the parties disagree on the circumstances of the conflict, TradeSafe shall request both Trading Parties to provide proof of their case within an appropriate timeframe.



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  3. It is the basic goal of the arbitration process to conclude the present Transaction to the satisfaction of buyer and supplier in mutual agreement as much as possible. For this purpose, subsequent deliveries or discounts on the part of the supplier are possible. The cancellation and reversal of a Transaction are possible as long as the parties agree on the cost of the reversal. Should the Trading Parties not accept one of the arbitration options, both consequentially submit to a possible arbitration decision; they do so already with the utilisation of the TradeSafe processing procedure. TradeSafe makes this arbitration decision on the basis of repeatedly and determinably taking evidence and statements of the Trading Parties; the decision shall be submitted in writing. For the purpose of an arbitration decision, TradeSafe may set a one-time internal objection period. At the latest after this period has passed or after a potential letter of objection has been rejected, the arbitration decision shall be the basis for the processing of the disputed Transaction.



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  5. TradeSafe may bypass the arbitration decision and refer further clarification of the disputed Transaction to a court. Insofar as the Transaction amount is part of the proceedings, TradeSafe shall deposit the monies less any fees or expenses with the responsible court. With the referral of the case to the responsible court, the Transaction as well as any other obligations from the Transaction shall be considered concluded on the part of TradeSafe. Buyer and supplier will bear the court costs and the costs for any further legal proceedings.



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  7. The arbitration agreement made by TradeSafe is based on the objective facts of the case and the defence pleadings made by the Trading Parties. Independent of any agreements made between the Trading Parties, the arbitration shall occur on the basis of TradeSafe’s fair trade principles, which both parties have agreed to with their utilisation of the TradeSafe process. TradeSafe shall not be bound to consider any General Terms of Business or individual terms that conflict with the fair trade principles. The arbitration decision is binding for the parties towards TradeSafe. TradeSafe has the right to pay back one of the parties with the accepted payments on the basis of the arbitration decision. The parties have the right to take any existing claims to court.


 
Article 7: Credit, fees, invoicing and payment processing

 
  1. TradeSafe, in its fiduciary function, shall store the purchase amount in the respective Transaction currency for the buyer or the supplier from the time of payment.



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  3. TradeSafe shall not charge any interest for the stored purchase amount nor burden it with costs of money transfer.



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  5. The fees for TradeSafe order and payment processing as well as potential separate fees for cancellation shall be invoiced by TradeSafe and, as much as possible within the Transaction, settled with the buyer or supplier with their payment and deducted.



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  7. Supplier and buyer shall provide TradeSafe with their banking information for the payment of Transaction credits and shall inform TradeSafe in due time in written form via email or fax about potential changes. TradeSafe shall not be held liable for possibly inaccurate or old information regarding bank accounts.



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  9. Invoicing and payments for all completed Transactions shall occur on a weekly basis within the usually banking operation times.



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  11. Should any requirements regarding separate verification of the payee arise from the German and European laws concerning the prevention of money laundering, legal ordinances or other legal claims, TradeSafe has the right to keep the existing monies interest-free at any time until the respective payee has produced the required information, documentation or other proof for the discharge of legal obligations on the part of TradeSafe.


 
Article 8: Liability

 
  1. The liability of TradeSafe is exclusively limited to the fiduciary order and payment processing. In this regard, TradeSafe is liable in the event of malice, intent or gross negligence in accordance with the legal regulations. Damages incurred due to minor negligence shall only be compensated for, if the fact that the duty was breached and not fulfilled, endangers the accomplishment of the scope of the contract and/or if the proper accomplishment of the contract is only possible, if the said duty was fulfilled in the first place, and if the aggrieved Trading Party regularly trusts that the said duty is fulfilled (cardinal duty).



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  3. In the event of a negligent violation of an essential contractual obligation, the liability of TradeSafe is limited to the extent of the damage, which the aggrieved Trading Party and TradeSafe could have typically anticipated at the time of the conclusion of the contract based on the known circumstances at that time.



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  5. The preceding liability limitations do not apply to damages regarding life, body or health.



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  7. TradeSafe shall only be liable for loss or damage of data and their recovery, if such a loss could not have been prevented by the Trading Party even by appropriate data security measures.


 
Article 8: Determination of deadlines


In regard to the determination of deadlines concerning all deadlines regulated by these General Terms of Business, national public holidays shall not be considered. Saturdays and Sundays are also not considered when determining deadlines.

 
Article 9: Data protection

 
  1. TradeSafe and zentrada Europe GmbH & Co. KG use and store personal data on the basis of the valid data privacy laws.



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  3. With their utilisation of TradeSafe, supplier and buyer agree to the use of their personal data, particularly that their data regarding quotations, persons involved, usage and Transactions may be stored in the databases of zentrada.network and be passed on to the Trading Parties for the purpose of Transaction processing.



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  5. Otherwise, personal data shall only be passed on to third parties in compliance with legal regulations as well as upon regulatory request.



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  7. Personal data shall be stored in accordance with the legal provisions regarding the retention of records.


 
Article 10: Final clause

 
  1. All modifications and additions to these General Terms of Business require written form in order to be legally effective. Additional verbal agreements are only valid, if they were confirmed in written format. This also applies to any modifications to this written form requirement clause. Unilateral modifications and additions shall not be considered valid.



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  3. These Terms of Business and the overall legal relationship between the Trading Parties and TradeSafe shall be governed exclusively by the Law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the non-mandatory conflict of laws rules of international private law, which refer to foreign legal systems.



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  5. The German version is the only authoritative version of these present Terms of Business.



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  7. Würzburg, Germany, is agreed to be court of jurisdiction for all disputes. However, TradeSafe is at liberty to lodge claims against the Trading Party at their general place of jurisdiction as well.



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  9. If an individual provision of these Terms of Business is or becomes completely or partially invalid, or if the Terms of Business contain a loophole, the legal effectiveness of the remaining provision shall remain valid. A valid provision that comes as close as possible to the parties’ commercial intent will take the place of the invalid provision; the same applies in the event of a loophole. In the event of an inadmissible deadline, the legal regulations apply.

18. December 2012

TradeSafe General Terms of Business for buyers [pdf]
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