TradeSafe General Terms of Business for supplier

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 supplier.
2. These General Terms of Business have exclusive applicability. Conflicting or deviating terms and conditions of the supplier 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. Trade Safe is only instructed by the buyer to convey to him the outstanding business transactions, to transmit the required declarations of intent 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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

1. The supplier shall bear the TradeSafe fees for order and payment processing. The fee amount is calculated on the basis of the successfully completed transaction after payment.
2. The fees are due with the completed transaction, which is considered completed upon invoicing and payment of the successful transaction, as soon as TradeSafe has received a delivery notification from the buyer or, in accordance with Article 5 No. 4, can assume proper delivery. Depending on the individual situation of the supplier, they are charged plus the German value added tax and invoiced weekly.
3. If an order is cancelled in the period between order placement and payment deadline for a reason that the supplier is responsible for, he will be charged a fixed cancellation fee of 30.00 Euros net.

Article 5: TradeSafe service process

1. Proposals and requests for quotation:
   With the proposal for quotation (showrooms) or the basic installation of shops, the supplier assigns his product range to TradeSafe’s order and payment processing. The proposal for quotation specifies packaging units, minimum order amounts and deliverability of the product. The product description forms the basis for the object of the contract of the later trade in goods.
   
   The buyer can collect offers in a shopping cart and  can send via his TradeSafe account non-binding quotation requests, which TradeSafe transmits to the supplier, who processes them within a the specified timeframe otherwise they will expire.
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2. Order quotation 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. Starting with the time when the buyer receives the order quotation, the supplier shall be bound to the quotation with regard to content for the duration of two business days (the term “business days” in the following means the days of Monday through Friday), and upon order placement by the buyer, which will be transmitted to the supplier by TradeSafe, the supplier shall be bound to the quotation for the duration of a total of seven business days. In the event of later cancellation due to reasons justifiable by the supplier, the supplier shall be charged a cancellation fee. This shall not affect any claims the buyer may have.
   
   Upon submission of the order quotation, the supplier agrees to the present General Terms of Business of TradeSafe in their version effective at the time of the order quotation, including the fees to be paid by him and this concrete processing relation between TradeSafe and the supplier.
   
   The buyer may place an order via TradeSafe within two business days after receipt of the order quotation and must then must ensure payment to be received by TradeSafe within a time period of six business days after receipt of the order quotation. The contract between supplier and buyer mediated by TradeSafe materialises as soon as TradeSafe informs the supplier of the delivery order after payment receipt in due time.
   
   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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3. Delivery order to the supplier:
   Upon payment receipt in due time at TradeSafe for the full order amount, the supplier will receive a delivery order from TradeSafe in the online system including all information relevant to the order; he will be notified by email that a delivery order has been generated. For the delivery of the goods, the supplier will 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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4. Dispatch notice, delivery confirmation, problem report:
   The supplier is obligated to report the shipment of the ordered product in the TradeSafe system. After reporting the shipment of the ordered product by the supplier, the buyer shall receive from TradeSafe a dispatch notice, which shall request the buyer to confirm proper delivery of his order in the order management section of his TradeSafe account within 10 business days after the supplier’s dispatch notice, or to submit a problem report.
   
   As long as the supplier does not generate a dispatch notice in the TradeSafe system, the delivery confirmation deadline cannot be initiated for the buyer, which will consequently delay the invoicing and payment process correspondingly.
   
   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. The delivery confirmation and invoicing shall be delayed correspondingly until the problem has been solved per mutual agreement or arbitration decision pursuant to Article 6.
   
   If the buyer fails to confirm the proper delivery or submit an problem report within the specified time period, TradeSafe may assume proper delivery and initiate for the buyer invoicing and payment of the Transaction amount for 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.
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5. 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 the problem 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:
   1. The buyer’s payment was received by TradeSafe, however, the supplier does not report shipment of the goods within the specified timeframe.
   2. The supplier has confirmed dispatch, however, the buyer does not receive the delivery within the usual delivery period. 
   3. The shipment is incomplete, the products verifiably do not match the specifications or is verifiably damaged or defective.
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   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 10 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 for 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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6. Special Settlement for Small Claims
   In order to avoid unreasonable expense for all parties involved, small claims of up to 1% of the order value or a maximum of 5.00 Euro shall be subject to an abbreviated and no-fault arbitration settlement, which shall be carried out by TradeSafe after ascertainment and quantification of the damage without separate fault review and approval by the supplier and buyer.
   
   ‍The possible claim for credit and reimbursement of the buyer shall be settled by the granting of a bonus for the buyer’s next order at the supplier.
   
   The corresponding settlement of a damage claim shall take effect with a unilateral declaration by TradeSafe to supplier and buyer and its immediate implementation.
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7. Special regulations for the pre-order processing
   As supplier, you have the option in the TradeSafe management to enable the acceptance of pre-orders and agree to the following specific processing regulations for pre-order.
   
   1. Pre-Order Offers are unilaterally binding offers in relation to product range, price and the delivery date for buyers. Pre-orders will be with the in time payment of the required deposit by the buyer and the confirmation of this from TradeSafe to the supplier binding legal transactions for both parties. The deposit will be paid by the buyer to TradeSafe on a trust basis and together with final payment according to § 5 (4) paid to the supplier after the delivery confirmation of the buyer. With the settings of the necessary delivery time (including foreseeable shipping time) in the quotation TradeSafe calculates the required date for final payment and the delivery order which allows a timely delivery to the buyer.
   
   2. After the buyer's in time final payment to TradeSafe TradeSafe gives the delivery order of the pre-order for the agreed delivery date to the supplier.
   
   3. If TradeSafe doesn't receive the final payment within a reasonable time, for reasons that the buyer is responsible for, the supplier is entitled to compensation in the amount of the deposit less the TradeSafe fees. If the provider can’t deliver within a reasonable time after the timely final payment, then, in return, the buyer in addition on the repayment of his payments on TradeSafe, 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 .. The supplier expressly agrees to a possible clearing of compensation claims with other balances with TradeSafe.
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Article 6: Arbitration procedure and decision

1. In the event of a 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.
2. 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.
3. In order to increase efficiency and speed of the processing, in following cases the TradeSafe team will solve problems with discounts entries and reimbursements to buyers. As a supplier, you save work and gain more satisfied customers:
   1. In case of a corresponding proof, minor complaints up to an amount of 10, - Euro net product value will be accepted and documented in the TroubleTicket without further consultation by the TradeSafe team - the discount will be entered accordingly. The issuing of a credit note is not necessary in this case. 2. Further on, higher discounts will be released by you as supplier or, in case of a dispute, ruled by an arbitration process. In both cases, the discount also will be entered directly by the TradeSafe team.
   
4. 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.
5. 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.
2. TradeSafe shall not charge any interest for the stored purchase amount nor burden it with costs of money transfer.
3. 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.
4. 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.
5. Invoicing and payments for all completed Transactions shall occur on a weekly basis within the usually banking operation times.
6. 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.
   
7. Agreement regarding Processing of Credit Card Payments
   
   Within the TradeSafe payment processing, payments in favor of the supplier are also processed and crediited to the supplier via credit card payments through the Wirecard Bank AG and Visa Mastercard AG as a Payment Facilitator.
   The following obligations of the credit card organizations supplement the regulations of the TradeSafe terms and conditions and the present written zentrada supplier distribution contract regarding the processing of credit card payments within transactions of the supplier (Sub-Merchant) in the TradeSafe processing.
   
   1. TradeSafe collects as Payment Facilitator also credit card payments of buyers for transactions with suppliers (affiliated supplier and Sub-Merchant) and therefore takes over the costs but also the associated risks, liabilities and customer service. TradeSafe fulfills the requirements and certifications of the Acquirer and the credit card organizations.Acquirer and partner for the processing of credit card transaction with the credit card institutions Diners, Visa and MasterCard is the
   
   WireCard Bank AG,
   Einsteinring 35,
   85609 Aschheim,
   Deutschland.
   
   2. By offering on zentrada and using TradeSafe the supplier (Sub-Merchant) agrees to the following addition to existing contracts and takes over the following requirements of the Acquirer for his offers and transactions in the TradeSafe processing and is liable for the correlating violations.
   2.1. The Sub-Merchant isn’t directly, nor indirectly (coupons) operating in online gambling and doesn’t offer any illegal cross-boarder activities. He doesn’t sell any brand conterfeiting and doesn’t distribute product piracy. The sale of pharmaceuticals, e-cigarettes and corresponding liquids are prohibited.
   2.2. The affiliated Sub-Merchant has to provide constantly and immediately the current address of all business locations, all used company names (DBA), as well as complete descriptions of all products sold to members and the services rendered to them.TradeSafe is liable for the card acceptance principles and processes of the Sub-Merchant and can demand changes on his webpage or other kinds, which he believes are necessary or appropriate to guarantee, that the affiliated Sub-Merchant complies with the regulations of the credit card organizations.
   
   3. The contract for processing of credit card payments for the Sub-Merchant will end automatically and immediately, if the Aggregator is deleted from the register of the credit card organizations, the Acquirer is for any reason not a member or the organization anymore or doesn’t have a valid license of the credit card organization or if the Sub-Merchant violates any existing requirement.
   
   4. TradeSafe is allowed to withdraw from the contract with the Sub-Merchant without previous notice at its own discretion or on instruction of the Acquirer or the credit card organization because of behavior, which is seen as fraudulent or illegal in any other way by the Aggregator, Acquirer or the credit card organizations.
   
   5. TradeSafe and the Sub-Merchant recognize the brands of the credit card organizations and won’t endanger or harm their interests.

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).
2. 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.
3. The preceding liability limitations do not apply to damages regarding life, body or health.
4. 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 9: 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 10: Data Protection and Data Processing Agreement

1. TradeSafe and the zentrada Europe GmbH & Co. KG use and store personal data on the basis of applicable data protection law. und speichern personenbezogene Daten auf Basis des geltenden Datenschutzrechts.
2. By using TradeSafe, the supplier gives his consent to the use of his company and personal data, in particular that their data on offers, participants, use and transactions are stored in the databases of zentrada.network and TradeSafe and forwarded to the trading parties for transaction processing.
   The supplier also undertakes to use and store the buyer data transferred to him in the context of transaction processing exclusively for the purpose of transaction processing documentation. A passing on to third parties outside the transaction processing, as well as the use of the data for advertising purposes without a separate agreement of the purchaser according to GDPR is not permitted and can accordingly be pursued by the purchaser and zentrada.
3. 1. The subject matter and the duration of the processing is limited to the time prescribed by law
   2. The nature and purpose is solely for transaction processing
   3. User, order, and address data are transferred without email addresses, but with the telephone number of zentrada buyer.
   4. At the request of the buyer, zentrada may request the deletion and documentation of the personal data of its buyer.
   5. The provider is obliged to process the data exclusively through authorized persons and to maintain confidentiality (Art.24 and Art.28 Para.3 GDPR).
   6. The provider is obliged to ensure technical and organizational measures for data protection (TOMs: certificates, guarantees Art. 28 para. 1 GDPR).
   7. The Supplier obligates any subcontractors accordingly.
   8. The supplier undertakes to support the principal (data controller) by the data processor when it comes to the greatest possible security of the processing of personal data, deletion of data, reporting breaches of data protection, etc... (cf. Articles 32 to 36 GDPR).
   9. The provider is obliged to return or delete personal data after completion of the order processing, as far as no legal storage obligations exist.
   10. The supplier grants control rights to the data controller and tolerance obligations to the order processor.
   11. The supplier acknowledges the duty of the order processor to inform the person responsible if an instruction violates data protection law.

Article 11: 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.
2. 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.
3. The German version is the only authoritative version of these present Terms of Business.
4. 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.
   
   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.

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July 16, 2019